SHAWMUT FUNDS
N-30D, 1994-12-27
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THE
SHAWMUT
FUNDS

ANNUAL REPORT




October 31, 1994

 Table of Contents

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PRESIDENT'S MESSAGE........................................................    1
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OVERVIEW OF FINANCIAL MARKETS..............................................    2
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INVESTMENT REVIEWS.........................................................    3
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PORTFOLIOS OF INVESTMENTS..................................................   11
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STATEMENTS OF ASSETS AND LIABILITIES.......................................   28
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STATEMENTS OF OPERATIONS...................................................   30
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STATEMENTS OF CHANGES IN NET ASSETS........................................   32
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FINANCIAL HIGHLIGHTS--INVESTMENT SHARES....................................   36
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FINANCIAL HIGHLIGHTS--TRUST SHARES.........................................   38
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NOTES TO FINANCIAL STATEMENTS..............................................   40
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS...................................   50
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PERFORMANCE LINE GRAPHS....................................................   51
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President's Message

Dear Shareholder:

I am pleased to present your Annual Report for The Shawmut Funds for the
twelve-month period ended October 31, 1994. This report contains complete
financial information including an Investment Review and Portfolio of
Investments for each portfolio of The Shawmut Funds. In addition, Financial
Highlights have been included for Trust Shares and Investment Shares.

To achieve a high level of efficiency and reduce fund expenses, we have now
combined information for Investment Shares and Trust Shares in one Annual
Report.

Thank you for choosing one or more of The Shawmut Funds to pursue your financial
goals. Your comments and questions are always welcome.

Sincerely,

/s/Edward C. Gonzales
Edward C. Gonzales
President
December 15, 1994

Overview of the Financial Markets

A year ago, the market consensus was that, while the recession was over at last,
economic activity would remain subdued and inflation would not be a problem due
to the fiscal drag of a shrinking federal budget deficit and excess productive
capacity in the global economy. In February 1994, the Federal Reserve Board (the
"Fed") shattered this comfortable consensus by raising the Federal Funds rate
for the first time in five years. Shortly thereafter, the rationale for the
Fed's shift in monetary policy became clear. Real economic activity for the
final quarter of 1993 was much stronger than expectations at 6.30%. From the
Fed's point of view, the economy was firmly established on a self-sustaining
growth track and no longer required the stimulus of an accommodative monetary
regime.

The ensuing selloff in the domestic and global bond markets was more severe than
the Fed policymakers could possibly have contemplated. Though they had
anticipated a negative reaction in the equity markets, the Fed policymakers had
expected long-term interest rates to decline in response to this demonstration
of forward-looking monetary discipline. The severity of the market's reaction,
we believe, has had much more to do with the unwinding of highly leveraged
positions built up over a five-year bull market cycle, in which risk-taking had
been consistently rewarded, than it did with rising inflationary expectations,
the traditional fear of long-term bond investors.

At this stage, our view is that the normal workings of the business cycle have
been exacerbated by the ongoing unwinding of financial market leverage carrying
interest rates above their fair value based on long-term fundamental trends.
Values in the bond market have become compelling in real return terms, though we
have yet to see the strains and excesses which have characterized market peaks
in prior cycles. The chief challenge for the Fed policymakers is to rein in
growth just enough to settle the economy onto a stable, non-inflationary growth
track and avoid the cycle of "boom-and-bust" which has characterized economic
history for the past two decades. Under Chairman Alan Greenspan, the Fed has
gotten a much earlier start on the cycle than prior regimes, which bodes well
for long-term investors in 1995 and beyond.

The fiscal year ending October 31, 1994, was one of the most difficult periods
for bond investors in the post-World War II period. Interest rates, as measured
by the yield of thirty-year U.S. Treasury bonds, rose over 200 basis points from
levels not seen in a generation to close the reporting period at a cyclical high
of 8.05%. This translates into a market value loss of some 23%, a total return
reminiscent of the great 1979-1981 bear market.

Rising interest rates prevented the domestic equity market from generating
meaningful price appreciation between October 1993, and October 1994, but
strong earnings growth protected equity investors from serious losses. The
Standard & Poor's Composite Stock Index ("S&P 500")* earned a total return of
3.90% for the year ended October 31, 1994 and smaller capitalization stocks
lagged the S&P 500 by a modest amount. The Russell 2000 Stock Index ("Russell
2000")* showed a total return of (0.31%). Companies with unexpectedly strong
earnings momentum did relatively well, as investors focused on avoiding issues
that would suffer from a contraction in price per earnings multiples.

We expect earnings for the S&P 500 to rise to $29 in calendar 1994 from $21.88
in 1993. While this consensus estimate may be a bit optimistic, earnings growth
is likely to exceed 20%. During the fiscal year ended October 31, 1994, the
technology and basic materials sectors of the market appreciated by more than
15% and the utility and transportation sectors declined by more than 10%. This
disparity in relative performance is not coincidental. The basic material and
technology sectors are expected to realize the best earnings growth of any of
the major sectors in 1995, and the transportation and utility groups have the
most sluggish prospects.

Although rising interest rates will ultimately lead to slowing economic
activity, a rally in bond prices and a decline in corporate earnings, we believe
that it is premature to anticipate this transition. Currently, our equity
strategy continues to emphasize prudent diversification and the selection of
stocks with above average earnings growth prospects and reasonable valuations.

* This index is unmanaged.

Investment Reviews

Prime Money Market Fund

A year ago, in late October and early November, 1993, the markets were volatile,
responding to each new economic release as market policymakers tried to glean
some insight into the future direction of monetary policy and interest rates.
For the preceding five years, money market yields had declined with the Federal
Funds rate falling from 9.75% in 1989 to 3.00% in early 1994. In November 1993,
most market participants were forecasting a stable interest rate environment,
resulting in a relatively flat money market yield curve. The spread between
thirty-day and ninety-day commercial paper was only 5 basis points.

In early February 1994, following a 7.00% fourth quarter Gross Domestic Product,
the Fed shifted gears, boosting the Federal Funds rate from 3.00% to 3.25%.
Since then, in an attempt to slow Gross Domestic Product growth to a
non-inflationary 2.50%, the Fed raised the Federal Funds rate in four
consecutive steps an additional 150 basis points to 4.75%. Other short-term
interest rates followed. Thirty day commercial paper rose 2.05 basis points to
5.20% and ninety-day Treasury bills rose 227 basis points to 5.39%. Shawmut
Prime Money Market Fund responded to these shifts in monetary policy by reducing
its average maturity from 57 to 37 days and increasing its holdings of variable
rate instruments to 15%. The shorter average maturity and the increase in
variable rate holdings enabled the Fund's yield to respond quickly to the rise
in interest rates. Since October 1993, the seven-day net yield on the Fund has
risen 211 basis points. The Fund size increased significantly. Investment shares
and Trust shares grew 129% to $655 million.* Moving into the new fiscal year, we
believe the Fed remains fully committed to its objective of non-inflationary
economic growth. In response, the Fund will continue to increase holdings of
variable rate paper and maintain a relatively short average maturity. The Fund
will remain 100% invested in tier I credit quality issuers.

Connecticut Municipal Money Market Fund

Over the past year, short-term interest rates have risen, especially beginning
in February 1994, when the Fed boosted the Federal Funds rate 175 basis points
in five consecutive steps attempting to slow the Gross Domestic Product to a
sustainable non-inflationary 2.50%. The Bond Buyer One Year Note Index** rose
135 basis points to 4.13%. The Public Securities Association Municipal Swap
Index**, a measure of seven-day variable rate demand notes, rose 90 basis points
to 3.41%. As a result, the seven-day to one year municipal yield curve steepened
from 25 to 72 basis points.

Yields on short-term Connecticut issues reflected this general rise. In October,
1993 six month Town of North Stonington, Connecticut Bond Anticipation Notes
were priced to yield 2.53%. Twelve months later, in October 1994, six month Town
of Columbia, Connecticut Bond Anticipation Notes were priced to yield at 3.72%,
119 basis points higher.

Shawmut Connecticut Municipal Money Market Fund benefited from this general rise
in interest rates. At the October 1993, fiscal year end, The Fund was relatively
new, showing combined assets (Trust Shares plus Investment Shares) of $6.5
million. The average maturity was three days. Since then, the Fund has grown to
$115 million. Taking advantage of the steep short-term municipal yield curve,
the average maturity of the Fund was increased to 58 days. The Fund also
maintained at least 50% of its assets in short-term variable rate instruments.
The Fund's seven-day, net yield, benefiting from this strategy, rose 94 basis
points. The Fund remains committed to maintaining a high quality portfolio
limiting purchases exclusively to tier I credit quality. During the period ended
October 31, 1994, the holdings grew from 2 to 29 different issues. Before a
security is purchased, our credit analysts review and rate the issue. Then our
approval committee must pre-approve the issue. Only then may the issue be
purchased.

Moving into the new fiscal year, we foresee increases in short-term interest
rates as the Fed remains committed to its objective of non-inflationary economic
growth. In response the Fund will target 50% of its holdings to variable rate
demand notes and target an average maturity of sixty days. This strategy, the
equivalent of a barbell for a non-municipal money market fund, may allow the
Fund to quickly benefit from any general market rise in interest rates and also
take advantage of the steep short-term yield curve.

 * Past performance is not indicative of future results.
** This index is unmanaged.

Massachusetts Municipal Money Market Fund

Over the past year, short-term interest rates have risen, especially beginning
in February 1994, when the Fed boosted the Federal Funds rate 175 basis points
in five consecutive steps attempting to slow the Gross Domestic Product to a
sustainable non-inflationary 2.50%. The Bond Buyer One Year Note Index* rose 135
basis points to 4.13%. The Public Securities Association Municipal Swap Index*,
a measure of seven-day variable rate demand notes, rose 90 basis points to
3.41%. As a result, the seven-day to one year municipal yield curve steepened
from 25 to 72 basis points.

Yields on short-term Massachusetts issues reflected this general rise in
interest rates. In October 1993, Framingham 10-month Bond Anticipation Notes
were priced to yield 2.75%. Twelve months later in October 1994, ten-month
Framingham, Massachusetts Bond Anticipation Notes were again competitively
priced. This time the yield was 4.15%, 140 basis points higher.

Shawmut Massachusetts Municipal Money Market Fund benefited from this general
rise in interest rates. At the October 1993, fiscal year end, The Fund was
relatively new with assets of only $1.2 million. The average maturity was three
days. Since then, the Fund has grown to $31.5 million. Taking advantage of the
steep short-term municipal yield curve, the average maturity of the Fund was
increased to 36 days. The Fund also maintained at least 30% of its assets in
short-term variable rate paper. The Fund's seven-day net yield benefitted from
this strategy, increasing by 90 basis points.** The Fund remains committed to
maintaining a high quality portfolio limiting purchases exclusively to tier I
credit quality. For the fiscal year ended October 31, 1994, the holdings have
grown from 2 to 24 different issues. Before a security is purchased, our credit
analysts review and rate the issue. Then our approval committee must pre-approve
the issue. Only then may the issue be purchased.

Moving into the new fiscal year, we foresee increases in short-term interest
rates as the Fed remains committed to its objective of non-inflationary economic
growth. In response, the Fund will target 50% of its holdings to variable rate
demand notes and target an average maturity of sixty days. This strategy, the
equivalent of a barbell for a non-municipal money market fund, may allow the
Fund to quickly benefit from any general market rise in interest rates and the
steep short-term yield curve.

Limited Term Income Fund

Yield levels of all fixed income securities increased dramatically over the past
year. For example, the yield on U.S. Treasury two-year securities went from a
low of 3.77% in October 1993, to a high of 7.05% as of October 31, 1994. During
most of this time, the interest rate risk exposure of Shawmut Limited Term
Income Fund was equal to or slightly less than that of its benchmark, the
Merrill Lynch one to five year Government-Corporate Bond Index.* During this
period of almost uniformly rising interest rates, this strategy proved
effective.

Throughout the year, the Fund increased its holdings of corporate securities,
which tend to do well in a strong economic environment. In the first and second
quarters of 1994, however, corporate yield spreads widened as the Fed initiated
its tightening of short-term interest rates and some investors were forced to
liquidate holdings due to either mutual fund redemptions or the unwinding of
leveraged positions. The Fund used this widening of spreads as a strategic
opportunity to increase its holdings of short-term corporate securities with
maturities of between two and three and one-half years, where the market fairly
compensated investors for the risk of further tightening.

For the first three quarters of the period the Fund concentrated its holdings in
relatively long (i.e., five year) and short (i.e., less than one year) maturity
securities to create what is commonly referred to as a "barbell" position while
maintaining a portfolio duration equal to that of its benchmark. This is a
defensive position in a rising interest rate environment because it increases
the frequency at which the short-term maturity securities can be reinvested at
higher rates. The Fund's performance benefited from this position as the Fed's
moves to raise short-term interest rates exceeded expectations. Currently, the
Fund is still slightly barbelled, but it is being moved to what is commonly
referred to as a "bulleted" position, the market having already discounted an
aggressive monetary policy posture by the Fed over the course of the next year.
The steep slope of the yield curve at the short end, therefore, adequately
compensates investors for assuming the risk of further Fed tightening.

 * This index is unmanaged.
** Past performance is not indicative of future results.

For most of the period, the Fund maintained an interest rate risk weighting
which was neutral to its one to five year maturity benchmark. This weighting was
extended slightly to capitalize on the opportunity to "rolldown" the extremely
steep yield curve after the August 1994 increase in the Federal Funds rate
because another increase was not expected until the Fed policymakers had time to
evaluate the economic impact of the latest action. The Fund intends to allow its
maturities to rolloff to a neutral weighting prior to the next Federal Reserve
Open Market Committee meeting. This neutral weighting will be maintained until
it is evident that the economy's average growth rate is slowing to a level
consistent with its long-term non-inflationary growth rate which the Fed has
identified as its goal.

The turmoil in the fixed income market since February 1994 has pushed bond
prices to deeply undervalued levels which historically have led to significant
bond rallies. These attractive valuations and the pervasive negative sentiment
suggest that the bond bear market is drawing to a close and that a rally will
take hold when cyclical economic conditions show signs of softening. However,
there remains a significant risk that the Fed may have to move from a neutral
monetary policy to a restrictive monetary policy as a means of slowing the
economy and thereby controlling inflationary pressures. In this case, the short
end of the yield curve will continue to bear the brunt of this policy. For these
reasons, and because high real yields provide insulation against potential
capital loss, we are maintaining a duration weighting neutral to the benchmark,
but we are remaining poised to extend the Fund's duration when signs of economic
slowing become apparent.

Intermediate Government Income Fund

Shawmut Intermediate Government Income Fund was established in December 1992 to
provide the opportunity for current income consistent with total return from a
professionally managed portfolio of fixed income securities composed primarily
of U.S. government securities of intermediate maturity. The Fund uses investment
disciplines which Shawmut Bank has used successfully since 1984. The emphasis of
these disciplines is to closely monitor the risk of the Fund's investment
relative to an appropriate broad-based securities market index. The total risk
of the Fund is limited to conform to a level which is no greater than 120% of
the broad-based securities market index and no less than 80% of that index. For
the Fund, the market index used is the Lehman Brothers Government/Corporate Bond
Index.*

During the general rise in interest rates during the past year, the intermediate
part of the bond market, on a risk adjusted basis, has been hit particularly
hard. Since 55% of the present value of the intermediate market is between one
and three years, rising short-term interest rates (which tend to push up
interest rates in the one to three year area commensurably) had a ripple effect
on the entire intermediate sector. This effect is even more pronounced when the
rising interest rates on the short end are not matched by rising interest rates
on the long end and the yield curve flattens. This was the case in the last year
and it is expected to continue until the business cycle rolls over into sluggish
growth or outright recession. The strategy adopted to deal with this change in
the yield curve was to "barbell" the portfolio maturity structure, avoiding the
two to five year area of the curve, during the first and second quarters of
1994. During the second quarter of 1994, the flattening pattern reached our
objective and the Fund returned to a more neutral distribution of cash flows.
However, since we expect the yield curve to flatten further during the rest of
1994 and into early 1995, the Fund is underweighting the one to three year area
of the curve and overweighting the seven to ten year part of the curve. This
also produces a duration, or interest rate risk exposure, greater than the
market as a whole. This duration reflects both our expected yield curve
movements and the extreme valuation levels the bear market in bonds has brought
about. Even at a cyclical inflation peak of 4.5% (higher than we believe it will
be) ten year Treasury bonds would offer an attractive real yield of over 4%. The
strategy will perform optimally if the short end of the yield curve rises in
yield and the long end of the curve stays the same or falls in yield.

The Fund continued to purchase government guaranteed securities offering higher
yields than Treasury securities during the period ended October 31, 1994.
Especially pronounced was the decision to hold an increasingly active positive
position in mortgage-backed securities during the last year. This strategy has
proven to generate positive returns over the last year, and, as most of the
mortgage-backed securities held by the Fund will provide capital gains if
prepayments accelerate, we believe they may continue to provide positive
incremental returns.

The Fund remains an extremely high quality investment with high current yields
from securities primarily guaranteed by the U.S. government or its agencies.

* This index is unmanaged.

Fixed Income Fund

Shawmut Fixed Income Fund was established in December of 1992 to provide current
income consistent with total return from a professionally managed portfolio of
investment grade fixed income securities. The Fund uses investment disciplines
which Shawmut Bank has used successfully since 1984. The emphasis of the process
is to constantly monitor the risk of the Fund relative to an appropriate broad
based securities index. The risk on the Fund's returns is controlled by limiting
the fund's exposure to conform with a level which is no less than 80% or no more
than 120% of the broad-based securities market index. The market index used for
the Fund is the Lehman Brothers Government/Corporate Bond Index.*

During the fiscal year the fixed income market sold off sharply. The Fed has
raised the Federal Funds rate significantly with more increases expected soon.
At the end of October 1994, the Federal Funds rate was at 4.75%, up from 3.00%
at the end of October 1993. These increases in short-term yields caused
increases in long-term yields that are among the sharpest over the last 50
years.

The Fund's duration was lower relative to the Lehman Government/Corporate Bond
Index* in November 1993. Duration is a measure of price sensitivity to changes
in interest rates. As interest rates rose, the Fund began to increase its
duration. Ten year interest rates close to 8.00% represent fundamental value.
Inflation is less than 3.50% and even if it accelerates to 4.00%, a 8.00% ten
year interest rate will give a 4.00% inflation premium. A 4.00% inflation
premium historically is wider than normal.

The Fund has positioned its maturity structure to benefit from rising interest
rates. The yield on short-term maturities will move up faster than the yield on
long-term maturities. The Fund has increased its exposure to both the short end
and the long end of the maturity spectrum. At the same time, the exposure to the
two to seven year maturities was reduced. This strategy has worked well as the
curve has flattened. We continue to believe that there may be a further increase
in short-term interest rates and continue to de-emphasize the two to seven year
maturities.

Management of the Fund believes that long-term bonds offer good value at these
levels and overexposure is warranted. We continue to look for securities that
offer the potential for good yields relative to the credit and maturity risk.
Early in the year, the Fund's exposure to corporate and Canadian bonds was
increased. Recently, the yield spreads between corporates and U.S. Treasury
issues have narrowed, and the Fund has started to reduce its exposure to
corporates and particularly medium grade credits with maturities longer than ten
years. The proceeds of these sales are being reinvested in long-term U.S.
Treasury issues and short-term corporate issues. This strategy will benefit the
Fund as we expect quality spreads to widen in the coming months.

Although 1994 has been an extremely disappointing year, the Fund is well
positioned to take advantage of the opportunities that the sell-off in the fixed
income markets have presented.

* This index is unmanaged.

Connecticut Intermediate Municipal Income Fund

Shawmut Connecticut Intermediate Municipal Income Fund was created to provide a
high level of current income exempt from Federal and Connecticut state income
taxes.* At the close of the Fund's fiscal year, the portfolio was comprised of
bonds with an average maturity of approximately 8.4 years. It is the policy of
the Fund to maintain a weighted average maturity no longer than 10 years. A high
credit quality standard is being maintained with nearly 90% of assets rated AA
or higher, with the balance of the portfolio being A rated. These standards are
based on the highest ratings supplied to portfolio securities by Standard &
Poor's Ratings Group and Moody's Investors Service, Inc.

The Fund is widely diversified, encompassing twenty separate issues of the
state, its agencies, cities and towns, hospitals, higher education institutions
and clean water obligations, spreading credit risk over a broad universe. The
largest positions in the Fund are Connecticut Transportation Infrastructure
bonds and direct state obligations, representing 21% and 19%, respectively, of
the Fund's market value.

The average duration, or interest rate risk position, of the Fund as of October
31, 1994, was 6.3 years, roughly one-half year shorter than a year ago. As a
comparison, a broad market index of ten year general obligation bonds has a
duration of 7.1 years.

During the year, the economy showed signs of stronger growth, which sparked
fears of higher inflation rates. The Bond Buyer 20 Bond Index** increased from a
5.31% on October 28, 1993, to a 6.64% on October 27, 1994, which translates into
a price decline of 9.00% for AA-rated ten-year general obligations.

During the fiscal year, concerted effort has been exerted to moderate the impact
of market volatility as interest rates have moved rapidly in a very short time.
Most of our efforts have been directed toward upgrading lower coupon holdings to
higher coupons, which have provided better retention of value in falling bond
markets. Compared to a year ago, we have raised the weighted average coupon from
4.60% to 5.26%. 70% of the Fund's assets bear weighted coupons of 5.00% or
higher. Whenever municipal bond market sentiment reverses, we believe we may be
well positioned to take advantage of whatever recovery takes place.

Massachusetts Intermediate Municipal Income Fund

Shawmut Massachusetts Municipal Income Fund was created to provide a high level
of current income exempt from Federal and Massachusetts state income taxes.* At
the close of the Fund's fiscal year, the portfolio was comprised of bonds with
an average maturity of approximately 9.0 years. It is the policy of the Fund to
maintain a weighted average maturity no longer than ten years. A high credit
quality standard is being maintained with approximately 68% of the municipal
securities rated AA or higher, with the balance of the portfolio being A rated.
These standards are based on the highest ratings supplied to portfolio
securities by Standard & Poor's Ratings Group and Moody's Investors Service,
Inc.

The Fund is widely diversified, encompassing 30 separate issues of the state,
its agencies, cities and towns, hospitals, higher education institutions and
clean water obligations, spreading credit risk over a broad universe. The
largest positions in the Fund are direct obligations of the Commonwealth of
Massachusetts and insured Massachusetts Municipal Wholesale Electric Co. bonds,
representing 13.00% and 9.00%, respectively, of the Fund's total market value.

The average duration, or interest rate risk position, of the Fund as of October
31, 1994, was 6.7 years, roughly one-half year shorter than a year ago. As a
comparison, a broad market index of ten year general obligation bonds has a
duration of 7.1 years.

During the fiscal year, the economy showed signs of stronger growth, which
sparked fears of higher inflation rates. The Bond Buyer 20 Bond Index**
increased from a 5.31% on October 28, 1993, to 6.64% on October 27, 1994, which
translates into a price decline of 9.00% for a AA-rated ten-year general
obligations.

 * Income may be subject to the Federal alternative minimum tax.
** This index is unmanaged.

During the fiscal year, concerted effort has been exerted to moderate the impact
of market volatility as interest rates have moved rapidly in a very short time.
Most of our efforts have been directed toward upgrading lower coupon holdings to
higher coupons, which have provided better retention of value in falling bond
markets. Compared to a year ago, we have raised the weighted average coupon from
4.85% to 5.26%. Whenever municipal bond market sentiment reverses, we believe we
may be well positioned to take advantage of whatever recovery takes place.

Growth and Income Equity Fund

October 31, 1994, Shawmut Growth and Income Equity Fund was approximately 93%
invested in common and convertible preferred stocks, with the remainder held in
money market instruments. As of October 31, 1994, the Fund's portfolio, in
keeping with its long-term objective, generated annual income at a rate of 3.2%,
almost 15% higher than the 2.8% rate of the S&P 500.* For the fiscal year ended
October 31, 1994, the Fund reported a total return of 9.45%** for Trust Shares,
substantially outperforming the 3.93% return of the S&P 500.* For the same
period, the total return for Investment Shares of the Fund was 4.71%**. This
performance was achieved during a difficult stock market environment impacted by
rising interest rates. During this period, underweighting of electric utility
and financial stocks by management of the Fund contributed to its stronger than
market performance.

Also contributing to the Fund's stronger than market performance were reduction
of basic industry stocks into market strength (i.e., stocks that were
outperforming the market index) and overweighting of technology and health care
stocks relative to the S&P 500. Finally, stocks selected in the consumer
cyclical and transportation sectors considerably outperformed their respective
S&P 500 benchmarks and contributed to the Fund's stronger than market results.

Due to positions in American Cyanamid Co. and NBB Bancorp, the Fund is currently
more defensive than its 93% invested level would indicate. These very defensive
positions, representing approximately 2.00% of the total Fund portfolio, could
be considered investment reserves. Additionally, the Fund portfolio is
characterized by above-average growth potential combined with a more defensive
value orientation. At 10.90%, the estimated annual long-term earnings growth of
the Fund portfolio is well ahead of the 8.00% estimated annual long-term
earnings growth of the S&P 500. Moreover, the average trailing twelve month
price per earnings ratio of the Fund portfolio is 19.2 times earnings compared
to 20.7 times earnings for the S&P 500.

Management continues to redirect the Fund portfolio to meet the changing
environment. As the economic expansion begins to slow, established companies
with predictable earnings growth will be in demand. McDonald's and Toys R Us
have been added to the Fund portfolio to increase its weighting in growth
stocks. Interest rate-sensitive stocks have been battered since the Fed began to
tighten credit in February 1994. While further tightening by the Fed is
expected, the prices of many interest rate-sensitive stocks already reflect this
prospect. At current levels, Fleet Financial Group, Masco Corp., and Niagara
Mohawk Power are considered reasonably valued by management and have been added
to the Fund portfolio. Aided by a dollar conveniently weakening during a
world-wide recovery, leaner and more efficient American corporations are poised
to satisfy the demand of growing world markets for wide-ranging goods and
services. In the Fund portfolio, General Electric, Procter & Gamble, and
Minnesota Mining & Manufacturing are well positioned to benefit from these
developments.

Growth Equity Fund

Shawmut Growth Equity Fund was established in December 1992 to provide the
opportunity for investment in a diversified portfolio of stocks of companies
with superior growth potential. The typical company in the Fund's portfolio has
an earnings growth rate that is at least 150% of the typical company represented
in the S&P 500.* During the fiscal year ended October 31, 1994, the Fund's value
benefitted from the investment in such fundamentally strong companies.

At this time last year, long-term interest rates had fallen below 6.00%, a
level that had not been seen in over 22 years. Such a falling interest rate
environment is typically good for the stock market. This environment did not
continue in this fiscal year. To the contrary, in a dramatic twelve month
reversal, long-term interest rates rose above 8.00%, a rate of change that has
not occurred since the late sixties. As one would expect, such a rapidly rising
interest rate environment is harmful to the stock market.

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

While the stock market, as represented by the S&P 500, significantly
outperformed the bond market, its 3.93% return for the year barely managed to
beat holding cash. The effect of good corporate earnings narrowly outweighed the
effect of rising interest rates. However, the battle over the last twelve months
was harsh, and not without severe casualties among some individual securities
and periods of extreme volatility for the market as a whole.

Within this backdrop, the Trust Shares of the Fund performed well. For the
fiscal year ended October 31, 1994, the Growth Equity Fund Trust Shares' 4.16%**
total return was 23 basis points ahead of the S&P 500's 3.93% total return. This
6.00% performance advantage was in keeping with the Fund's growth
characteristics, which had a portfolio of companies whose 15.70% five-year
earnings growth expectation was 95% greater than the 8.00% five-year growth
expected for the companies in the S&P 500. For the fiscal year ended October 31,
1994, the total return for Investment Shares of the Growth Equity Fund was
(.33%)**

The industry sectors most responsible for the Fund's Trust Shares'
outperformance, for the fiscal year ending October 31, 1994, were the Energy,
Finance, Healthcare, and Technology sectors. While corporations investment in
productivity-enhancing technologies and the unraveling of President Clinton's
Healthcare agenda were key to the performance of the Healthcare and Technology
sectors, individual stock selections and the timing of such selections were key
to the performance of the Shares' Energy and Finance sectors, which rose in the
face of falling oil and gas prices and rising interest rates.

We believe the stock market may continue to be as volatile in fiscal year 1995
as it has been in fiscal year 1994. This volatility may continue as a result of
an ongoing battle between good corporate earnings reports and the upward
pressure on interest rates associated with an expanding economy. We will
continue to seek out companies whose prospects are significantly greater than
that of the market and, therefore, we may mitigate the potential impact of
rising interest rates.

Small Capitalization Equity Fund

For the fiscal year ended October 31, 1994, the total return for Investment
Shares of the Shawmut Small Capitalization Fund was (2.45%).** For the same
period, the total return for Trust Shares of the Fund was 1.86%.** These total
return figures were in line with the return of (0.31%) for the Russell 2000* for
the same period.

The year was difficult for many investors as we saw considerable volatility in
the stock market. The Fund lagged the Russell 2000 returns for the first six
months of the fiscal year. The Fund posted strong results vs. the Russell 2000
for the most recent six months. The Fund tends to perform well in poor markets
or markets that are not moving up aggressively. The fiscal year saw periods
where the Fund had strong outperformance and other periods where aggressive
growth funds did much better.

The Fund has carried significant overweighting in the technology sector as we
have found considerable value in many companies in this area. The mainframe
software area has also been a focus of our investment. While the growth rate for
mainframe computers is slowing sharply, the software companies selling into this
market are valued attractively. Most of these companies are working to transfer
their software to the new client server market. We feel that the low valuations,
along with the potential for accelerated growth due to the software conversions,
will provide the opportunity for strong gains. We have seen this become a
reality with holdings such as Legent and Boole & Babbage.

The Fund participates in what many call the micro cap market. Our average market
capitalization is $250 million. This is on the small side for most funds. Many
of the companies of this size have not had strong market recognition due to lack
of market liquidity. Of late we have seen growing interest in this segment of
the market as both the public and institutions are putting money into this area.
In the last few months, we detect a change in the market attitude towards this
market segment with investors showing a willingness to make investments in
smaller companies. This trend may help the performance of the Fund.

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

With the sharp market correction in the first half of 1994, we have identified
many opportunities to invest cash reserves. Purchases have tended to be
specifically related to individual stocks rather than sectors. Our feeling is
that successful returns in the future will come from good stock selection rather
than sector emphasis. While there are many small cap stocks at very high
valuations, we feel our portfolio represents significant value and should fare
well as valuations on our holdings improve.

Quantitative Equity Fund

Shawmut Quantitative Equity Fund had been in existence for only four months as
of the Fund's fiscal year ended October 31, 1994. Significant investments in the
Fund beyond its initial funding were made in August 1994. Over its short life
span, the Fund has invested 43.3% of its assets in 24 stocks. In accordance with
the Fund's discipline, positions ranging from 1.00% to 2.50% of the portfolio
were established.

Since inception, the total return reported for Trust and Investment Shares of
the Fund were 0.94% and (3.11%), respectively,* relating to the Fund's large
cash position in a market that has risen.

The five largest stock positions of the Fund at fiscal year end were Home Depot,
Inc., Maytag Corp., Federal Home Loan Mortgage Corp., AT&T Corp., and Federal
National Mortgage Association. These and the other stocks in the portfolio were
selected because extensive quantitative analysis showed that they were about to
reverse recent price declines or would continue recent price advances and
represented sound long-term fundamental value.

The key factor in the investment strategy of the Fund is a consistent analysis
of the universe of stocks incorporated into a strict investment discipline. The
discipline governs both the buying and selling sides. Stocks are sold in
accordance with certain quantitative signals or after certain price movements.

On a long-term basis, the portfolio will consist of mid to large capitalization
stocks that are less volatile than the market as a whole and have lower price
per earnings ratios than the market. The average holding period for portfolio
stocks will be about one year.

The conservative pace of the initial investment of the Fund will serve the
initial investors well as the investment disciplines applied have had the Fund
maintaining a significant cash position as cross currents of perceptions of
various fundamental developments have sent the equity markets cascading lower.
We would anticipate taking advantage of investor overreaction to even the best
companies and building a diversified portfolio of equities, poised for
significant future appreciation.

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

                                                           THE SHAWMUT FUNDS
Portfolios of Investments                                  October 31, 1994

PRIME MONEY MARKET FUND

<TABLE>
<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                   <C>
             CERTIFICATES OF DEPOSIT_6.4%
$25,000,000  Harris Trust & Savings Bank of
             Chicago, 4.90%, 12/1/94              $25,000,000
12,000,000   Old Kent Bank & Trust Co.,
             4.90%, 11/16/94                      12,000,000
 5,000,000   Southtrust Bank of Alabama,
             4.95%, 11/2/94                        5,000,000
                                                  ----------
             TOTAL CERTIFICATES OF DEPOSIT        42,000,000
                                                  ----------
             (a)COMMERCIAL PAPER_65.4%
             Automotive_4.5%
30,000,000   General Motors Acceptance Corp.,
             4.85%-5.40%, 11/21/94-1/12/95        29,737,061
                                                  ----------
             Computer_3.8%
25,000,000   International Business Machines,
             5.42%, 1/19/95                       24,702,653
                                                  ----------
             Finance-Automotive_11.9%
28,000,000   Ford Motor Credit Co., 5.00%-5.40%,
             11/3/94-1/4/95                       27,853,258
20,000,000   General Electric Capital Corp.,
             4.75%-5.46%, 11/1/94-1/17/95         19,854,029
30,000,000   Toyota Motor Credit Corp.,
             4.97%-5.40%, 11/1/94-1/10/95         29,973,486
                                                  ----------
             Total                                77,680,773
                                                  ----------
             Finance-Commercial_4.2%
27,300,000   Cargill, Inc., 4.80%-4.95%,
             11/7/94-11/10/94                     27,274,740
                                                  ----------
             Finance-Receivables_0.9%
 6,000,000   IBM Credit Corp., 5.45%, 1/6/95       5,940,050
                                                  ----------
             Finance-Retail_9.2%
29,000,000   Beneficial Corp., 4.78%-5.40%,
             11/7/94-1/17/95                      28,790,992
30,000,000   Commercial Credit Corp.,
             4.77%-5.40%,
             11/16/94-1/19/95                     29,837,555
 2,000,000   Merrill Lynch & Co., Inc., 5.47%,
             1/10/95                               1,978,728
                                                  ----------
               Total                              60,607,275
                                                  ----------
             Food & Beverage_2.4%
16,000,000   PepsiCo, Inc., 5.02%, 11/2/94        15,997,769
                                                  ----------
             Funding Corporation_6.1%
15,000,000   B.A.T. Capital Corp., 5.05%,
             11/10/94                             14,981,063
25,000,000   Barclays U.S. Funding Corp.,
             5.34%, 1/20/95                       24,703,333
                                                  ----------
             Total                                39,684,396
                                                  ----------
             Healthcare4_.4%
29,000,000   Smithkline Beecham Corp.,
             5.33%-5.40%, 1/9/95-1/17/95          28,682,638
                                                  ----------
             Insurance_3.0%
20,000,000   AIG Funding, Inc., 5.35%-5.43%,
             1/10/95-1/17/95                      19,775,562
                                                  ----------

<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                     <C>
             Oil and Finance_4.4%
$29,000,000  Chevron Oil Finance Co.,
             4.75%-5.40%,
             11/1/94-1/11/95                      $28,944,550
                                                  ----------
             Real Estate_3.8%
18,000,000   Hilton Hotels Corp., 4.92%-5.38%,
             11/3/94-1/18/95                      17,904,013
 7,000,000   PHH Corp. 4.98%, 11/4/94              6,997,095
                                                  ----------
             Total                                24,901,108
                                                  ----------
             Telecommunications_4.5%
30,000,000   American Telephone & Telegraph Co.,
             4.78%-5.42%, 11/3/94-1/17/95         29,778,478
                                                  ----------
             Utilities_2.3%
15,000,000   Baltimore Gas & Electric Co.,
             4.82%, 11/10/94                      14,981,925
                                                  ----------
             TOTAL COMMERCIAL PAPER               428,688,978
                                                  ----------

             GOVERNMENT OBLIGATIONS_6.5%
 5,000,000   Federal Farm Credit Bank, 3.83%,
             3/1/95                                4,992,231
 4,875,000   Federal Home Loan Bank, 9.00%,
             3/27/95                               4,957,869
28,000,000   Federal Home Loan Bank
             Discount Notes, 4.29%-5.31%,
             1/23/95-3/23/95                      27,643,172
 5,000,000   U.S. Treasury Bills, 11/17/94         4,992,267
                                                  ----------
             TOTAL GOVERNMENT OBLIGATIONS         42,585,539
                                                  ----------

             (b)VARIABLE RATE
             INSTRUMENTS_13.7%
             Banking-Commercial_6.9%
 5,000,000   Old Kent Bank & Trust Co.,
             4.152%, 11/21/94                      5,000,000
20,000,000   PNC Bank N.A., 5.335%, 11/1/94       19,991,739
20,000,000   Southtrust Bank of Alabama, 5.00%-
             5.125%, 11/14/94-11/28/94            20,000,000
                                                  ----------
               Total                              44,991,739
                                                  ----------
             Finance-Automotive_1.3%
 8,607,000   General Electric Capital Corp.,
             4.648%, Master Note, 11/7/94          8,607,000
                                                  ----------
             Finance-Retail_4.0%
26,000,000   Merrill Lynch & Co., Inc.,
             4.94%-5.35%, Medium Term Note,
             11/1/94                              26,011,000
                                                  ----------
             Food & Beverages_1.5%
10,000,000   PepsiCo, Inc., 5.335%, Medium Term
             Notes, 11/1/94                       10,000,000
                                                  ----------
             TOTAL VARIABLE RATE INSTRUMENTS      89,609,739
                                                  ----------

             CORPORATE NOTE_0.6%
 3,926,072   Caterpillar Financial Services,
             4.688%, 6/25/95                       3,926,072
                                                  ----------
</TABLE>

PRIME MONEY MARKET FUND (cont'd)

<TABLE>
<CAPTION>
Shares or
Principal
 Amount                                            Value
<C>         <S>                                    <C>
             MUTUAL FUND SHARES_3.9%
   865,778   Dreyfus Cash Management              $  865,778
24,803,907   Fidelity Institutional Cash Money
             Market Fund                          24,803,907
                                                  ----------
             TOTAL MUTUAL FUND SHARES
             (AT NET ASSET VALUE)                 25,669,685
                                                  ----------

             (c)REPURCHASE AGREEMENT_3.8%
$25,000,000  HSBC Securities, Inc., 4.75%, dated
             10/31/94, due 11/1/94                25,000,000
                                                  ----------
             TOTAL INVESTMENTS,
             AMORTIZED COST AND VALUE             $657,480,013(D)
                                                  ----------
                                                  ----------
</TABLE>

CONNECTICUT MUNICIPAL
MONEY MARKET FUND
<TABLE>
<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
Principal                                    or
  Amount                                  S&P's(e)      Value
<C>         <S>                            <C>          <C>
             SHORT-TERM MUNICIPAL
             SECURITIES_90.3%
             Connecticut_85.8%
$2,000,000   Chesire, CT, 4.25% GO UT
             Bonds, BANs, 8/10/95                NR   $2,003,665
 1,055,000   Connecticut State, HFA,
             HMFP, 2.80%, (Sub-series E-1),
             11/15/94                            Aa    1,055,000
   900,000   Connecticut State, 3.90%
             GO UT Refunding Bonds,
             (Series C), 3/15/95                 Aa      902,419
 2,600,000   Connecticut State, 4.90%
             GO UT Refunding Bonds,
             (Series B), 5/15/95                 Aa    2,621,645
 1,500,000   Connecticut State, 5.25%
             GO UT Economic Recovery
             Bonds, (Series A),
             12/15/94                            Aa    1,504,518
 1,700,000   Connecticut State, 7.00%
             GO UT Refunding Bonds,
             (Series B), 3/15/95                 Aa    1,720,043
   700,000   Connecticut State, 8.25%
             GO UT Bonds, (Series A),
             3/15/95                             Aa      712,541
 7,700,000   Connecticut State, Weekly
             VRDNs, GO UT Economic
             Recovery Refunding Bonds,
             (Series B)/(Sink 12/1/94 6
             100)/(Industrial Bank of
             Japan SPA)                       VMIG1    7,700,000
 3,000,000   Connecticut State
             Development Authority,
             3.50% General Accident
             Insurance Co. Revenue
             Bonds, 12/1/2013                    AA    3,000,000

<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
Principal                                    or
  Amount                                  S&P's(e)      Value
<C>         <S>                             <C>          <C>
$3,100,000   Connecticut State
             Development Authority,
             Monthly VRDNs, Revenue
             Refunding Bonds, (Allen
             Group, Inc.)/(Union Bank
             of Bavaria LOC)                    Aaa   $3,100,000
 1,300,000   Connecticut State
             Development Authority,
             Weekly VRDNs, Revenue
             Bonds, (Conco Pro-
             ject)/(Bayerische
             Vereinsbank LOC)                   Aaa    1,300,000
   700,000   Connecticut State
             Development Authority,
             Weekly VRDNs,
             (Martin-Brower Co.
             Project)/ (Chemical Bank
             LOC)                                A1      700,000
17,200,000   Connecticut State
             Development Authority PCR,
             Weekly VRDNs, Refunding
             Bonds, (Connecticut
             Lighting & Power
             Co.-Project A)/ (Deutsche
             Bank LOC)                        VMIG1   17,200,000
 4,000,000   Connecticut State
             Development Authority,
             Monthly VRDNs, (Zotos
             International, Inc. Pro-
             ject)/(Dai-Ichi Kangyo LOC)          A+   4,000,000
 1,300,000   Connecticut State
             Development Authority,
             Monthly VRDNs, (Trudy
             Corp. Project-1984)/
             (Citibank LOC)                      A+    1,300,000
   725,000   Connecticut State
             Development Authority,
             Monthly VRDNs, Revenue
             Bonds, (Jewish Community
             Center Project)/(Sink
             9/1/95 6 100)/(Subject to
             AMT)/(Fleet National Bank
             LOC)                                 A      725,000
 2,600,000   Connecticut State
             Development Authority PCR,
             Monthly VRDNs, (Central
             Vermont Public
             Service)/(Toronto Dominion
             Bank LOC)                           AA    2,600,000
 8,300,000   Connecticut State
             Development Authority
             Health Care, Weekly VRDNs,
             Revenue Refunding Bonds,
             (Corporate Independent
             Living Project)/(Sink
             7/1/95 6 100)/(Credit
             Commercial de France LOC)        VMIG1    8,300,000
   400,000   Connecticut State HEFA,
             Weekly VRDNs, Revenue
             Bonds, (Charlotte Hunger-
             ford)/(Series B)/(Sink
             7/1/95 6 100)/(Mitsubishi
             Ltd. LOC)                        VMIG1      400,000
</TABLE>

CONNECTICUT MUNICIPAL MONEY MARKET FUND (cont'd)
<TABLE>
<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
Principal                                    or
  Amount                                  S&P's(e)      Value
<C>         <S>                            <C>          <C>
$1,000,000   Connecticut State HEFA,
             Weekly VRDNs, Revenue
             Bonds, (Kent
             School)/(Series
             A)/(Barclays Bank PLC LOC)          AA   $1,000,000
 1,300,000   Connecticut State HEFA,
             Monthly VRDNs, Revenue
             Bonds, (Yale-New Haven
             Hospital)/(Series
             E)/(Callable
             12/16/94 6 100.125)/(FGIC
             Insured)/(Mellon Bank SPA)       VMIG1    1,300,000
    95,000   Connecticut State HFA,
             5.30% Revenue Bonds,
             11/15/94                            Aa       95,046
 2,600,000   Connecticut State HFA,
             3.55% Revenue Refunding
             Bonds, (Housing Mortgage
             Finance)/ (Series D),
             Mandatory Put
             5/16/95                          VMIG1    2,600,000
 4,000,000   Connecticut State Special
             Assessment Unemployment
             Compensation Advance Fund,
             3.85% Revenue Bonds,
             (Series C)/(FGIC Insured),
             Mandatory Put 7/1/95               AAA    4,000,000
 4,300,000   Connecticut State Special
             Assessment Unemployment
             Compensation Advance Fund,
             Weekly VRDNs, (Series B)/
             (Sink 11/1/99 6 100)/(Mit-
             subishi Bank Ltd. LOC)           VMIG1    4,300,000
 6,500,000   Connecticut State Special
             Tax Obligations, Weekly
             VRDNs, Revenue Bonds,
             (Sink
             12/1/94 6 100)/(Industrial
             Bank of Japan LOC)               VMIG1    6,500,000
 3,514,000   Danbury, CT, 3.17% GO UT
             Bonds, BANs, 1/9/95                 NR    3,514,446
   445,000   Danbury, CT, 6.40% GO UT
             Improvement Bonds, 2/1/95           Aa      448,024
 1,940,000   Farmington, CT, 3.63% GO
             UT Bonds, BANs, 7/20/95             NR    1,940,391
   400,000   Killingly, CT, 3.29% BANs,
             (Series B), 12/15/94                NR      400,089
 1,818,000   Litchfield, CT, 4.25% GO
             UT Bonds, BANs, 10/25/95            NR    1,822,273
 2,500,000   Madison, CT, 3.60% BANs,
             4/12/95                             NR    2,500,541
 2,300,000   New Britain, CT, 2.35% GO
             UT Refunding Bonds, BANs,
             2/8/95                              NR    2,300,181
   530,000   Norwalk, CT, 8.00%
             Refunding Bonds, 1/1/95            AA+      533,764

<CAPTION>
                                           Credit
                                          Ratings:
Principal                                  Moody's
  Amount                                     or
or Shares                                 S&P's(e)      Value
<C>         <S>                            <C>          <C>
$4,000,000   Stamford, CT, 3.34% BANs,
             3/22/95                             NR   $4,000,596
   550,000   Thompson, CT, 3.94% GO UT
             Bonds, BANs, 7/20/95                NR      550,529
                                                      ----------
             Total                                    98,650,711
                                                      ----------
             Puerto Rico4.5%
 5,200,000   Puerto Rico Commonwealth
             Highway & Transportation,
             Weekly VRDNs, Revenue
             Refunding Bonds, (Series
             X)/ (Union Bank of
             Switzerland/ Swiss Bank
             Corp., NY/ Landesbank
             Hessen-Thuringen
             Girozentrale, NY LOCs)           VMIG1    5,200,000
                                                      ----------
             TOTAL SHORT-TERM MUNICIPAL
             SECURITIES                               103,850,711
                                                      ----------
             Mutual Fund Shares_9.3%
 5,186,990   CMA Connecticut Municipal
             Money Market Fund                         5,162,990
 5,522,287   Dreyfus Connecticut
             Municipal Money Market
             Fund                                      5,522,287
                                                      ----------
             TOTAL MUTUAL FUND SHARES
             (AT NET ASSET VALUE)                     10,685,277
                                                      ----------
             TOTAL INVESTMENTS
             (AT AMORTIZED COST AND
             VALUE)                                   $114,535,988(D)
                                                      ----------
                                                      ----------
</TABLE>

MASSACHUSETTS MUNICIPAL
MONEY MARKET FUND

<TABLE>
<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
Principal                                    or
  Amount                                  S&P's(e)      Value
<C>         <S>                            <C>          <C>
             SHORT-TERM MUNICIPAL
             SECURITIES_93.5%
             Massachusetts_93.5%
$1,000,000   Avon, MA, 3.18%, RANs,
             11/23/94                            NR   $1,000,105
   519,207   Belmont, MA, 3.50%, BANs,
             12/1/94                             NR      519,478
 1,000,000   Boston, MA, Water & Sewer
             Commission, Weekly VRDNs
             (Series A)/(State Street
             Bank & Trust LOC)                VMIG1    1,000,000
   250,000   Chelsea, MA, 4.00%, GO LT
             Bonds (School Project Loan
             Act 1948)/(AMBAC Insured),
             6/15/95                            AAA      250,065
 1,500,000   Foxborough, 3.21%, BANs,
             11/15/94                            NR    1,500,117
</TABLE>

MASSACHUSETTS MUNICIPAL MONEY MARKET FUND (cont'd)

<TABLE>
<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
Principal                                    or
  Amount                                  S&P's(e)      Value
<C>         <S>                            <C>          <C>
$  500,000   Gloucester, MA, 4.50%, GO
             LT Refunding Bonds (FSA
             Insured), 11/15/94                 AAA   $  500,298
 1,500,000   Groton, MA, 3.04%, GO UT
             Bonds, RANs, 11/15/94               NR    1,500,028
 1,000,000   Massachusetts Bay
             Transportation Authority,
             2.70%, CP, (ABN AMRO Bank
             LOC),
             11/2/94                             NR    1,000,000
 1,000,000   Massachusetts Bay
             Transportation Authority,
             3.25%, CP, (ABN AMRO Bank
             LOC),
             12/1/94                             NR    1,000,000
 1,000,000   Massachusetts Bay
             Transportation Authority,
             3.35%, CP, (ABN AMRO Bank
             LOC),
             12/1/94                             NR    1,000,000
 2,000,000   Massachusetts Bay
             Transportation Authority,
             3.60%, CP, (ABN AMRO Bank
             LOC),
             1/3/95                              NR    2,000,000
 1,500,000   Massachusetts State, Daily
             VRDNs, GO UT Refunding
             Bonds (Series B)/(National
             Westminster USA LOC)               AAA    1,500,000
   900,000   Massachusetts State, Daily
             VRDNs, GO UT Refunding
             Bonds (Series D)/(ABN AMRO
             Bank LOC)                        VMIG1      900,000
 5,000,000   Massachusetts State HEFA,
             Daily & Weekly VRDNs, Rev-
             enue Bonds (Brigham &
             Women's Hospital)/(Series
             A)/ (Sanwa Bank Ltd. LOC)           A1    5,000,000
   700,000   Massachusetts State HEFA,
             Weekly VRDNs, CP, Revenue
             Refunding Bonds (Tufts
             University)/(Series
             E)/(Sink 8/1/ 95 6
             100)/(First National Bank
             of Chicago LOC)                  VMIG1      700,000
 1,000,000   Massachusetts State HEFA,
             Weekly VRDNs (Capital
             Asset Program)/(Series
             G-1)/(MBIA
             Insured)/(Credit Suisse,
             NY SPA)                          VMIG1    1,000,000
</TABLE>

<TABLE>
<CAPTION>
                                           Credit
                                          Ratings:
Principal                                  Moody's
  Amount                                     or
or Shares                                 S&P's(e)      Value
<C>         <S>                            <C>          <C>
$  100,000   Massachusetts State HEFA,
             Daily VRDNs, Revenue
             Refunding Bonds (Williams
             College)/(Series E)/(Sink
             8/1/95 6 100)                       AA   $  100,000
 2,700,000   Massachusetts State
             Industrial Finance Agency,
             Weekly VRDNs, Resource
             Recovery Revenue Refunding
             Bonds (Ogden
             Haverhill)/(Project A)/
             (Sink 12/1/99 6
             100)/(Union Bank of
             Switzerland LOC)                 VMIG1    2,700,000
   365,000   Massachusetts State Port
             Authority, 7.75%, Revenue
             Bonds (Series
             A)/(Prerefunded 7/1/95 6
             102)/(Subject to
             AMT)/(Original Issue Dis-
             count: 7.773%), 7/1/95             AAA      380,681
   475,000   Plymouth, MA, 3.33%, BANs,
             11/18/94                            NR      475,023
 1,000,000   Reading, MA, 3.15%, GO LT
             Bonds, BANs, 12/15/94               NR    1,000,175
   847,000   North Reading, MA, 2.98%,
             BANs, 12/16/94                      NR      847,080
 1,000,000   Southampton, MA, 3.94%,
             BANs, 8/1/95                        NR    1,000,284
 1,000,000   Townsend, MA, 3.48%, RANs,
             2/17/95                             NR    1,000,378
 1,319,231   Westborough, MA, 3.50%,
             State Aid Anticipation
             Notes,
             1/20/95                             NR    1,319,952
   265,000   Williamstown, MA, 3.93%,
             BANs, 8/3/95                        NR      265,114
                                                      ----------
             TOTAL SHORT-TERM MUNICIPAL
             SECURITIES                               29,458,778
                                                      ----------

             MUTUAL FUND SHARES_6.2%
 1,359,582   CMA Massachusetts
             Municipal Money Market
             Fund                                      1,359,582
   606,253   Dreyfus Massachusetts
             Municipal Money Market
             Fund                                        606,253
                                                      ----------
             TOTAL MUTUAL FUND SHARES
             (AT NET ASSET VALUE)                      1,965,835
                                                      ----------
             TOTAL INVESTMENTS
             (AT AMORTIZED COST &
             VALUE)                                   $31,424,613(D)
                                                      ----------
                                                      ----------
</TABLE>

LIMITED TERM INCOME FUND

<TABLE>
<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                     <C>
             LONG-TERM U.S. TREASURY
             OBLIGATIONS_11.0%
             U.S. Treasury Notes
$2,000,000   5.625%, 8/31/97                      $1,925 620
 2,000,000   6.25%, 1/31/97                        1,973,120
 2,000,000   6.875%, 4/30/97                       1,995,000
 1,000,000   6.875%, 7/31/99                         976,410
                                                  ----------
             TOTAL LONG-TERM U.S. TREASURY
             OBLIGATIONS (IDENTIFIED COST
             $7,087,971)                           6,870,150
                                                  ----------

             LONG-TERM GOVERNMENT
             OBLIGATIONS_19.5%
             Federal Home Loan Bank_2.9%
   633,656   7.00%, 6/1/2010                         604,653
   607,363   7.00%, 5/1/2019                         588,613
   606,275   7.50%, 8/1/97                           604 947
                                                  ----------
             Total                                 1,798,213
                                                  ----------
             Federal Home Loan Mortgage
             Corp._3.0%
 1,000,000   4.60%, 7/13/98                          930,156
 1,000,000   7.00%, (Series 1204G), 11/15/2005       979,370
                                                  ----------
             Total                                 1,909,526
                                                  ----------
             Federal National Mortgage
             Association_9.0%
 5,049,999   6.00%, 9/1/2009                       4,571,827
   840,036   6.50%, 7/1/2000                         801,445
   150,006   9.00%, 10/1/97                          154,131
   101,728   9.00%, 9/1/98                           104,526
                                                  ----------
             Total                                 5,631,929
                                                  ----------
             Federal National Mortgage
             Association--REMIC_3.7%
   716,791   6.00%, (Series 1993-174KB),
             5/25/2008                               659,218
 1,500,000   7.50%, (Series 1991-160VB),
             12/25/98                              1,493,970
   136,591   8.95%, (Series 1988-10B), 5/25/2003     140,133
                                                  ----------
             Total                                 2,293,321
                                                  ----------
             Military Housing_0.9%
   555,653   8.70%, 4/15/97                          559,126
                                                  ----------
             TOTAL LONG-TERM GOVERNMENT
             OBLIGATIONS (IDENTIFIED COST
             $13,017,916)                         12,192,115
                                                  ----------

             CORPORATE BONDS_61.3%
             Banking_0.7%
   440,000   Security Pacific Corp., 8.49%,
             Medium Term Note, 12/27/96              450,802
                                                  ----------
             Finance-Asset Backed_7.3%
    83,612   Chase Manhattan Bank, 6.90%,
             (Series 1991-A), 9/15/97                 83,481
 1,065,841   Chase Mortgage Finance Corp.,
             6.75%,
             (Series 1993-A1), 11/25/2024          1,060,179
 1,000,000   CMC Securities Corp., 6.75%,
             (Series 1993-A2), 11/25/2023            952,031
 1,693,492   Contimortgage Home Equity, 5.125%,
             (Series 1994-A1), 3/15/96             1,685,024

<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                     <C>
$   37,696   GMAC Grantor Trust, 5.55%,
             (Series 1992-A), 5/15/97             $   37,448
   718,120   ML Asset Back Corp., 5.50%,
             (Series 1992-1), 5/15/98                711,384
                                                  ----------
             Total                                 4,529,547
                                                  ----------
             Finance-Automotive_10.9%
 3,000,000   General Motors Acceptance Corp.,
             5.625%, Medium Term Note, 10/22/98    2,761,470
 1,500,000   General Motors Acceptance Corp.,
             6.25%, Medium Term Note 9/12/97       1,444,560
 1,000,000   General Motors Acceptance Corp.,
             8.00%, Medium Term Note 9/20/96       1,009,460
 1,203,344   Premier Auto Trust, 4.65%, 2/2/99     1,163,105
    18,430   U.S. Auto Receivables Trust, 8.00%,
             3/15/96                                  18,511
   380,901   Volvo Auto Receivables, 4.65%
             Grantor Trust 6/15/98                   374,711
                                                  ----------
             Total                                 6,771,817
                                                  ----------
             Finance-Insurance_2.2%
 1,500,000   AIG Matched Funding Corp., 5.314%,
             9/25/98                               1,372,500
                                                  ----------
             Finance-Leasing_8.4%
 1,500,000   Comdisco, Inc., 6.20%, 3/5/96         1,480,125
 1,500,000   Comdisco, Inc., 7.41%, Medium Term
             Note, 6/14/96                         1,498,455
   300,000   Comdisco, Inc., 9.45%, Medium Term
             Note, 4/9/96                            308,427
 2,000,000   Dr Structured Finance Corp., 8.35%,
             2/1/2004                              1,962,500
                                                  ----------
             Total                                 5,249,507
                                                  ----------
             Finance-Mortgage Pass-Through
             CMO_1.5%
   119,463   Lomas Mortgage Funding Corp.,
             9.00%, Collateralized Mortgage
             Obligation,
             9/20/2015                               119,314
   864,273   Saxon Mortgage Securities Corp.,
             7.375%, 9/25/2023                       821,600
                                                  ----------
             Total                                   940,914
                                                  ----------
             Finance-Service_3.1%
   500,000   American Express Co., 7.75%, 3/1/97     504,105
   500,000   Smith Barney Holding Corp., 5.375%,
             6/1/96                                  487,215
 1,000,000   Smith Barney Holdings Corp.,
             5.625%,
             11/15/98                                920,540
                                                  ----------
             Total                                 1,911,860
                                                  ----------
             Foreign_0.3%
   200,000   International Bank for
             Reconciliation & Development,
             8.625%, 10/1/95                         203,688
                                                  ----------
             Industrial_5.1%
 3,000,000   Tenneco Corp., 10.125%, 12/1/97       3,185,550
                                                  ----------
             Railroads_0.4%
   245,000   CSX Corp., 8.25%, 11/1/96               249,378
                                                  ----------
</TABLE>

LIMITED TERM INCOME FUND (cont'd)

<TABLE>
<CAPTION>
Principal
  Amount                                            Value
or Shares
<C>         <S>                                    <C>
             Retail Store_4.2%
$1,500,000   Reebok International, Ltd., 9.75%,
             9/15/98                              $1,535,205
 1,150,000   TJX Cos, Inc., 4.55%, 10/21/96        1,089,464
                                                  ----------
             Total                                 2,624,669
                                                  ----------
             Securities_1.6%
 1,000,000   Lehman Brothers Holdings, Inc.,
             6.80%,
             1/12/99                               1,000,420
                                                  ----------
             Transportation Services_3.2%
 1,000,000   Penske Trucking Leasing Co., 7.75%,
             Senior Note, 5/15/99                    981,520
 1,000,000   Ryder System, Inc., 9.375%, 1/15/98   1,005,520
                                                  ----------
             Total                                 1,987,040
                                                  ----------
             Utilities_12.4%
 1,000,000   Commonwealth Edison Co., 6.00%,
             3/15/98                                 942,040
 1,000,000   Public Service Electric & Gas Co.,
             9.00%, 11/27/96                       1,027,250
 3,000,000   Texas Utilities Electric Co.,
             5.875%, 4/1/98                        2,828,580
 3,000,000   Virginia Electric & Power Co.,
             6.35%,
             5/30/96                               2,973,570
                                                  ----------
             Total                                 7,771,440
                                                  ----------
             TOTAL CORPORATE BONDS (IDENTIFIED
             COST $39,153,037)                    38,249,132
                                                  ----------
             CERTIFICATES OF DEPOSIT_0.7%
   500,000   First USA Bank of Wilmington,
             5.75%,
             1/15/99 (identified cost $498,080)      458,155
                                                  ----------
             Mutual Fund Shares_6.1%
 1,334,988   Dreyfus Cash Management               1,334,988
 2,491,285   Fidelity Institutional Cash Money
             Market Fund                           2,491,285
                                                  ----------
             TOTAL MUTUAL FUND SHARES
             (AT NET ASSET VALUE)                  3,826,273
                                                  ----------
             TOTAL INVESTMENTS
             (IDENTIFIED COST $63,583,277)        $61,595,825
                                                  ----------
                                                  ----------
</TABLE>

INTERMEDIATE GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                    <C>
             LONG-TERM U.S. TREASURY
             OBLIGATIONS_28.1%
             U.S. Treasury Notes
$2,000,000   8.50%, 7/15/97                       $2,070,940
 1,000,000   7.875%, 1/15/98                       1,018,750
 1,000,000   7.25%, 11/15/96                       1,007,660
 3,000,000   6.75%, 5/31/99                        2,920,320
 1,000,000   6.25%, 2/15/2003                        909,530
 1,000,000   6.125%, 7/31/96                         990,310

<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                     <C>
$2,000,000   6.00%, Treasury Linked Custody
             Receipts (Series 1994-A), 8/15/2009  $1,637,700
 1,500,000   6.00%, 12/31/97                       1,451,010
 2,000,000   5.75%, Reconstituted Receipts,
             2/15/2005                             1,680,740
 1,000,000   5.75%, 10/31/97                         962,810
 1,500,000   5.625%, 8/31/97                       1,444,215
 1,800,000   5.25%, 7/31/98                        1,679,058
 1,500,000   4.625%, 2/15/96                       1,466,715
                                                  ----------
             TOTAL LONG-TERM U.S. TREASURY
             OBLIGATIONS (IDENTIFIED COST
             $20,535,027)                         19,239,758
                                                  ----------
             LONG-TERM GOVERNMENT
             OBLIGATIONS_43.8%
             Aid to Peru_3.7%
 2,356,666   9.98%, 8/1/2008                       2,559,339
                                                  ----------
             Federal Agriculture Mortgage Corp.,
             Medium Term Note_1.9%
 1,300,000   7.74%, 11/25/2003                     1,277,653
                                                  ----------
             Federal Home Loan Bank_4.4%
    71,339   7.50%, 8/1/97                            71,183
   256,788   7.50%, 9/1/97                           256,226
   165,346   6.50%, 7/1/98                           161,264
   711,998   6.50%, 9/1/98                           694,419
 1,296,114   7.00%, 6/1/2010                       1,236,791
   607,363   7.00%, 5/1/2019                         588,613
                                                  ----------
             Total                                 3,008,496
                                                  ----------
             Federal Home Loan Mortgage Corp.-
             ARM_4.1%
 3,000,000   4.60%, 7/13/98                        2,790,469
                                                  ----------
             Federal Home Loan Mortgage Corp.-
             REMIC_5.0%
 3,500,000   7.00%, 11/15/2005                     3,427,795
                                                  ----------
             Federal National Mortgage
             Association_7.1%
    14,270   8.50%, 12/1/97                           14,507
    58,232   8.50%, 4/1/98                            59,196
   146,028   8.50%, 5/1/98                           148,446
    84,631   9.00%, 9/1/98                            86,959
 5,049,999   6.00%, 9/1/2009                       4,571,827
                                                  ----------
             Total                                 4,880,935
                                                  ----------
             Federal National Mortgage
             Association--REMIC_8.1%
 4,000,000   7.40%, 7/25/2017                      4,020,000
 2,000,000   4.00%, 6/25/2018                      1,567,812
                                                  ----------
             Total                                 5,587,812
                                                  ----------
             Government National Mortgage
             Association_2.2%
    13,761   9.00%, 7/15/2001                         14,281
   144,406   9.00%, 8/15/2001                        149,866
   358,845   9.00%, 10/15/2001                       372,413
</TABLE>

INTERMEDIATE GOVERNMENT INCOME FUND (cont'd)
<TABLE>
<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                     <C>
$  221,714   9.00%, 11/15/2001                    $  230,097
    55,110   9.00%, 12/15/2001                        57,193
    70,881   9.00%, 2/15/2002                         73,561
    29,738   9.00%, 6/15/2002                         30,862
   255,422   9.00%, 8/15/2002                        265,080
    53,803   9.00%, 6/15/2003                         55,837
    30,945   9.00%, 11/15/2004                        32,115
   222,457   9.00%, 8/15/2017                        227,097
    12,305   9.00%, 10/15/2018                        12,546
                                                  ----------
             Total                                 1,520,948
                                                  ----------
             Guaranteed Trade Trust_2.4%
 1,750,000   4.86%, (Series 1993-A)/(Guaranteed
             Trade Certificates), 4/1/98           1,645,508
                                                  ----------
             North Star Alaska Housing Corp._1.2%
   900,000   5.99%, 5/15/98                          849,375
                                                  ----------
             SSMC, Inc. N.V._3.7%
 2,953,621   6.625%, 5/15/2013                     2,521,654
                                                  ----------
             TOTAL LONG-TERM GOVERNMENT
             OBLIGATIONS (IDENTIFIED COST
             $32,245,264)                         30,069,984
                                                  ----------
             CORPORATE BONDS_26.4%
             Banking_2.2%
 1,000,000   Chemical Banking Corp., 7.375%,
             6/15/97                                 998,050
   500,000   National City Corp., 8.375%, Notes,
             3/15/96                                 507,555
                                                  ----------
             Total                                 1,505,605
                                                  ----------
             Finance-Asset Backed_4.6%
   158,863   Chase Manhattan Corp., 6.90%,
             Grantor Trust Certificate, (Series
             1991-A), 9/15/97                        158,613
 2,000,000   Citicorp Mortgage Securities, Inc.,
             8.00%, REMIC, 5/25/2000               1,990,937
 1,000,000   SPNB Home Equity Loan, 8.85%,
             (Series 1991-B), 5/15/98              1,007,500
                                                  ----------
             Total                                 3,157,050
                                                  ----------
             Finance--Automotive_2.9%
 1,000,000   General Motors Acceptance Corp.,
             7.50%, Medium Term Notes, 6/1/99        974,920
 1,000,000   General Motors Corp., 7.625%,
             2/15/97                                 998,270
                                                  ----------
             Total                                 1,973,190
                                                  ----------
             Finance-Insurance_2.7%
 1,000,000   AIG Matched Funding Corp., 5.314%,
             9/25/98                                 915,000
 1,000,000   Liberty Mutual Capital Corp.,
             7.08%,
             6/2/2003                                906,270
                                                  ----------
             Total                                 1,821,270
                                                  ----------
             Foreign_1.3%
   515,000   Columbia Rep., 7.25%, 2/23/2004         438,394
   500,000   Industrias Penoles DE CV, 7.74%,
             12/31/99                                452,125
                                                  ----------
             Total                                   890,519
                                                  ----------

<CAPTION>
Principal
  Amount                                            Value
or Shares
<C>         <S>                                     <C>
             Industrial_6.8%
$2,810,000   Armstrong Steamship Co., 5.68%,
             4/15/2002                            $2,634,375
 2,000,000   Tenneco Corp., 10.75%, 6/15/95        2,052,500
                                                  ----------
             Total                                 4,686,875
                                                  ----------
             Retail Store_4.5%
 1,000,000   Charming Shoppes Master Trust,
             7.00%,
             4/15/2003                               972,344
 2,000,000   Wal-Mart Stores, Inc., 9.10%,
             7/15/2000                             2,098,700
                                                  ----------
             Total                                 3,071,044
                                                  ----------
             Telecommunications_1.4%
   956,510   Nynex Corp., 9.55%, 5/1/2010          1,004,441
                                                  ----------
             TOTAL CORPORATE BONDS
             (IDENTIFIED COST $19,104,559)        18,109,994
                                                  ----------
             MUTUAL FUND SHARES_0.3%
   199,590   Fidelity Institutional Cash Money
             Market Fund (at net asset value)        199,590
                                                  ----------
             TOTAL INVESTMENTS
             (IDENTIFIED COST $72,084,440)        $67,619,326
                                                  ----------
                                                  ----------
</TABLE>

FIXED INCOME FUND

<TABLE>
<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                     <C>
             LONG-TERM U.S. TREASURY
             OBLIGATIONS_28.9%
             U.S. Treasury Notes_8.4%
$3,500,000   5.50%, 7/31/97                       $3,367,105
 2,000,000   5.75%, 8/15/2003                      1,745,000
 1,050,000   6.00%, 12/31/97                       1,015,707
   500,000   7.50%, 2/29/96                          506,405
 1,000,000   7.50%, 5/15/2002                        990,470
                                                  ----------
             Total                                 7,624,687
                                                  ----------
             U.S. Treasury Bonds_20.5%
12,350,000   7.125%, 2/15/2023                    11,078,321
 1,000,000   7.25%, 5/15/2016                        913,590
 2,000,000   8.125%, 8/15/2019                     2,000,000
 2,000,000   9.375%, 2/15/2006                     2,222,180
 2,000,000   11.625%, 11/15/2002                   2,461,880
                                                  ----------
             Total                                18,675,971
                                                  ----------
             TOTAL LONG-TERM U.S. TREASURY
             OBLIGATIONS (IDENTIFIED COST
             $29,081,875)                         26,300,658
                                                  ----------
             Long-Term Government
             Obligations_25.0%
             Agency for International
             Development Indonesia_3.4%
 3,300,000   7.80%, 10/15/2022                     3,089,625
                                                  ----------
             Federal Farm Credit Bank_0.5%
   400,000   8.40%, 11/14/94                         400,428
                                                  ----------
</TABLE>

FIXED INCOME FUND (cont'd)
<TABLE>
<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                      <C>
             Federal Home Loan Mortgage
             Corp._1.1%
$  214,773   7.00%, 6/1/2004                      $  205,682
   196,086   7.50%, 8/1/2008                         189,486
    80,084   8.75%, 8/1/2001                          78,882
   545,954   8.90%, 5/15/2019                        556,016
                                                  ----------
             Total                                 1,030,066
                                                  ----------
             Federal Home Loan Mortgage Corp.-
             REMIC_1.8%
   700,000   7.00%, (Series 1156), 1/15/2004         644,342
 1,000,000   7.00%, (Series 1204), 11/15/2005        979,370
                                                  ----------
             Total                                 1,623,712
                                                  ----------
             Federal National Mortgage
             Association_5.0%
 5,049,999   6.00%, 9/1/2009                       4,571,827
                                                  ----------
             Federal National Mortgage
             Association-REMIC_5.1%
 2,000,000   7.40%, (Series 1992-10), 7/25/2017    2,010,000
 1,756,705   8.95%, (Series 1990-117), 7/25/2017   1,775,361
   800,000   9.50%, (Series 1990-63), 6/25/2020      831,248
                                                  ----------
             Total                                 4,616,609
                                                  ----------
             Government National Mortgage
             Association_1.5%
   231,178   9.00%, 9/15/2004                        240,567
   113,631   9.00%, 12/15/2008                       117,654
   214,578   9.00%, 6/15/2017                        219,657
   106,716   9.00%, 11/15/2018                       108,830
   229,616   10.50%, 5/15/2019                       250,137
   197,045   10.50%, 6/15/2019                       214,655
   199,902   10.50%, 6/15/2019                       217,767
                                                  ----------
             Total                                 1,369,267
                                                  ----------
             Guaranteed Export Trust_1.8%
 1,829,787   5.23%, (Series 93-D), 5/15/2005       1,617,074
                                                  ----------
             Guaranteed Trade Trust_1.8%
 1,750,000   4.86%, (Series 93-A), 4/1/98          1,645,508
                                                  ----------
             U.S. Government, Department of
             Navy_1.1%
 1,000,000   8.625%, 12/15/2013                      961,250
                                                  ----------
             U.S. Government Department of Air
             Force, Army & Navy_1.0%
   980,376   8.50%, 7/15/2013                        942,386
                                                  ----------
             Long-Term Government
             Obligations_0.9%
 1,000,000   SSMC GSA, 6.875%, 5/15/2013             840,000
                                                  ----------
             TOTAL LONG-TERM GOVERNMENT
             OBLIGATIONS (IDENTIFIED COST
             $24,790,514)                         22,707,752
                                                  ----------
             Corporate Bonds_42.0%
             Banking_4.2%
 1,500,000   Bankers Trust New York Corp.,
             6.00%,
             10/15/2008                            1,160,835

<CAPTION>
Principal
  Amount                                            Value
<C>         <S>                                    <C>
$  400,000   Bankers Trust New York Corp.,
             9.50%,
             6/14/2000                            $  421,856
   500,000   First Chicago Corp., 8.85%, Medium
             Term Note, 5/30/95                      507,110
 1,000,000   Manufacturers & Traders Trust,
             8.125%, 12/1/2002                       975,220
   710,000   Security Pacific Corp., 9.625%,
             Medium Term Note, 3/15/95               719,471
                                                  ----------
             Total                                 3,784,492
                                                  ----------
             Finance_5.7%
 1,000,000   Comdisco Inc., 7.41%, Medium Term
             Notes, 6/14/96                          998,970
 3,000,000   Dr Structured Finance Corp., 8.55%,
             8/15/2019                             2,628,750
 1,000,000   Dr Structured Finance Corp., 9.35%,
             5/15/2019                               946,250
   300,000   National Rural Utilities Co-op ,
             8.80%,
             12/22/94                                301,230
   250,000   Pitney Bowes Credit Corp., 8.55%,
             9/15/2009                               250,848
                                                  ----------
             Total                                 5,126,048
                                                  ----------
             Finance-Asset Backed_1.4%
 1,000,000   Charming Shoppes Master Trust,
             7.00%, (Series 1994-1), 4/15/2003       972,344
   282,369   Rochester Community Savings Bank,
             5.70%, (Series 1992-A), 12/15/97        280,339
                                                  ----------
             Total                                 1,252,683
                                                  ----------
             Finance-Automotive_5.2%
   750,000   Ford Motor Credit Co., 8.00%,
             12/1/96                                 759,345
 1,800,000   General Motors Acceptance Corp.,
             7.50%, Medium Term Notes, 6/1/99      1,754,856
   300,000   General Motors Acceptance Corp.,
             7.75%, Medium Term Notes, 12/10/96      301,137
   500,000   General Motors Acceptance Corp.,
             7.75%, 4/15/97                          501,210
 1,300,000   General Motors Acceptance Corp.,
             8.875%, 6/1/2010                      1,369,537
                                                  ----------
             Total                                 4,686,085
                                                  ----------
             Finance-Services_2.2%
 1,000,000   Smith Barney Holdings, Inc.,
             5.375%,
             6/1/96                                  974,430
 1,000,000   Xerox Credit Corp., 10.125%,
             4/15/99                               1,038,850
                                                  ----------
             Total                                 2,013,280
                                                  ----------
             Foreign_5.4%
   625,000   Columbia Rep. 7.25%, 2/23/2004          532,031
   500,000   Export-Import Bank of Japan,
             10.125%, Guaranteed Note, 10/28/97      533,880
 1,000,000   Industrias Penoles, S.A. De C.V.,
             7.74%, 12/31/99                         904,250
 1,000,000   Newfoundland Province CDA, 7.32%,
             10/13/2023                              806,290
</TABLE>

FIXED INCOME FUND (cont'd)

<TABLE>
<CAPTION>
Principal
 Amount                                             Value
or Shares
<C>         <S>                                    <C>
$2,500,000   Quebec Provinces CDA, 7.50%,
             7/15/2023                            $2,107,100
                                                  ----------
             Total                                 4,883,551
                                                  ----------
             Industrial_7.0%
   818,000   Fischbach & Moore Corp., 4.75%,
             4/1/97                                  762,785
 1,150,000   Occidental Petroleum Corp., 10.75%,
             5/1/98                                1,173,759
 1,350,000   Occidental Petroleum Corp., 5.37%,
             Medium Term Notes, 9/11/95            1,333,989
 1,000,000   Syntex USA Inc., 6.00%, 8/15/2000       910,500
 1,800,000   Tenneco Corp., 10.75%, 6/15/95        1,847,250
   300,000   Tenneco Corp., 11.00%, 11/15/95         312,750
                                                  ----------
             Total                                 6,341,033
                                                  ----------
             Insurance_6.1%
 2,500,000   AIG Matched Funding Corp., 5.314%,
             9/25/98                               2,287,500
 1,600,000   Allstate Corp., 7.50%, 6/15/2013      1,367,232
 1,000,000   Integon Corp., 9.50%, 10/15/2001        995,360
 1,000,000   Liberty Mutual Capital Corp.,
             7.08%,
             6/2/2003                                906,270
                                                  ----------
             Total                                 5,556,362
                                                  ----------
             Retail Store_1.0%
 1,000,000   Sears Roebuck & Co., 5.21%, 2/18/97     952,630
                                                  ----------
             Retail-Auto_2.8%
 2,500,000   Ryder System, Inc., 9.375%, 1/15/98   2,513,800
                                                  ----------
             Utilities_1.0%
 1,000,000   Commonwealth Edison Co., 8.375%,
             10/15/2006                              948,820
                                                  ----------
             TOTAL CORPORATE BONDS (IDENTIFIED
             COST $40,449,628)                    38,058,784
                                                  ----------
             Mutual Fund Shares_2.6%
 2,360,858   Fidelity Institutional Cash Money
             Market Fund (at net asset value)      2,360,858
                                                  ----------
             TOTAL INVESTMENTS (IDENTIFIED COST
             $96,682,875)                         $89,428,052
                                                  ----------
</TABLE>

CONNECTICUT INTERMEDIATE
MUNICIPAL INCOME FUND

<TABLE>
<CAPTION>
                                           Credit
                                           Rating:
                                           Moody's
Principal                                    or
 Amount                                  S&P's(e)      Value
<C>         <S>                            <C>          <C>
             LONG-TERM MUNICIPAL
             SECURITIES_96.6%
             Connecticut_93.6%
$  250,000   Connecticut State, 5.00%
             Refunding Bonds, (Series
             A), 11/15/2003                     AA-   $  234,070
   275,000   Connecticut State, 5.40%
             Refunding Bonds, (Series
             A), 12/15/1995                     AA-      277,934

<CAPTION>
                                           Credit
                                           Rating:
                                           Moody's
Principal                                    or
 Amount                                   S&P's(e)      Value
<C>         <S>                           <C>          <C>
$  200,000   Connecticut State, 6.50%
             Refunding Bonds, (Series
             A), 3/15/2009
             (Pre-refunded
             3/15/2002 6 102)                   AA-   $  212,348
   200,000   Connecticut State, 6.50%
             Refunding Bonds, (Series
             A), 3/15/2010
             (Pre-refunded
             3/15/2002 6 102)                   AA-      212,348
   200,000   Connecticut State, 6.50%
             Refunding Bonds, (Series
             A), 3/15/2012
             (Pre-refunded
             3/15/2002 6 102)                   AA-      212,594
   200,000   Connecticut State, 4.75%
             Refunding Bonds, (Series
             D), 8/1/2004                       AA-      178,862
   200,000   Connecticut State, 4.50%
             Refunding Bonds, (Series
             E), 3/15/2004                      AA-      174,022
   375,000   Connecticut State, 5.65%
             HEFA, Revenue Bonds,
             (Newington Childrens
             Hospital)/(Series A),
             7/1/2005                           AAA      360,735
   100,000   Connecticut State, 4.80%
             HEFA, Revenue Bonds, (Taft
             School)/ (Series B),
             7/1/2004                             A       89,344
   400,000   Connecticut State, 4.05%
             HEFA, Revenue Bonds,
             (Fairfield Uni-
             versity)/(Series G)/(MBIA
             Insured), 7/1/2000                 AAA      361,356
   200,000   Connecticut State, 4.30%
             HEFA, Revenue Bonds, (St.
             Francis Hospital & Medical
             Center)/ (Series C)/(FGIC
             Insured),
             7/1/2002                           AAA      174,736
   200,000   Connecticut State, 4.80%
             HEFA, Revenue Bonds, (St.
             Francis Hospital & Medical
             Center)/ (Series C)/(FGIC
             Insured),
             7/1/2007                           AAA      169,018
   400,000   Connecticut Housing
             Finance Authority, 6.25%
             (Series B), 11/15/2005              AA      403,244
   105,000   Connecticut Housing
             Finance Authority, 5.60%
             (Series A),
             5/15/2005                           AA      100,762
   200,000   Connecticut Housing
             Finance Authority, 5.40%
             (Series A),
             5/15/2004                           AA      192,074
   300,000   Connecticut State Resource
             Recovery Authority, 5.60%
             Revenue Refunding Bonds,
             (Series A), 11/15/99               AA-      298,842
</TABLE>

CONNECTICUT INTERMEDIATE MUNICIPAL INCOME FUND (cont'd)
<TABLE>
<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
Principal                                    or
 Amount                                   S&P's(e)      Value
<C>         <S>                           <C>          <C>
$  220,000   Connecticut State, 4.60%
             Special Assessment
             Unemployment, (Series
             A)/(AMBAC Insured),
             11/15/2000                         AAA      207,559
   400,000   Connecticut State Special
             Tax Obligations, 6.80%
             Revenue Refunding Bonds,
             (Series A), 6/1/1999               AA-   $  422,860
   200,000   Connecticut State Special
             Tax Obligations, 4.75%
             Revenue Refunding Bonds,
             9/1/2001                            A1      186,882
   100,000   Connecticut State Special
             Tax Obligations, 5.00%
             Revenue Refunding Bonds,
             9/1/2003                            A1       92,693
   700,000   Connecticut State Special
             Tax Obligations, 5.125%
             Revenue Refunding Bonds,
             9/1/2005                            A1      638,106
   400,000   Connecticut State Special
             Tax Obligations, 5.25%
             Revenue Refunding Bonds,
             9/1/2007                            A1      366,004
   325,000   Connecticut State Clean
             Water Fund, 5.50% Revenue
             Bonds, 10/1/2004                    AA      313,908
   400,000   Meriden, CT, 5.75% UT GO
             Bonds, 10/15/2004                  AAA      394,924
   100,000   Middletown, CT, 6.50% UT
             GO Bonds, 4/15/98                  AA-      104,606
   100,000   New Milford, CT, 5.80% UT
             GO Bonds, 10/1/2001                 Aa      101,643
   430,000   Regional School District
             No. 5, 5.05% LT GO Bonds,
             5/15/2004                           A1      396,817
   100,000   South Central, CT,
             Regional Water Authority,
             5.00% Water System Revenue
             Bonds, (FGIC Insured),
             8/1/2005                           AAA       91,115
   100,000   Southington CT, 4.60% UT
             GO Bonds, (MBIA Insured)
             6/15/2003                          AAA       90,738
   110,000   Stonington, CT, 5.00% UT
             GO Bonds, 6/15/2006                 Aa      100,194
   100,000   Trumbull, CT, 6.00% UT GO
             Bonds, 5/15/2004                    AA      101,008
   260,000   Weston, CT, 4.35% BQ UT GO
             Bonds, 8/1/2003                    Aaa      231,756
                                                      ----------
             Total                                     7,493,102
                                                      ----------
             Puerto Rico_3.0%
   250,000   Puerto Rico, 4.80%
             Telephone Authority
             Revenue Bonds, (Series M),
             1/1/2001                            A+      235,935
                                                      ----------

<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
                                             or
  Shares                                   S&P's(e)      Value
<C>         <S>                             <C>          <C>
             TOTAL LONG-TERM MUNICIPAL
             SECURITIES (IDENTIFIED
             COST $8,287,473)                          7,729,037
                                                      ----------
             MUTUAL FUND SHARES_2.2%
   176,561   Dreyfus Connecticut
             Municipal Money Market
             Fund
             (AT NET ASSET VALUE)                     $  176,561
                                                      ----------
             TOTAL INVESTMENTS
             (IDENTIFIED COST
             $8,464,034)                              $7,905,598
                                                      ----------
                                                      ----------
</TABLE>

MASSACHUSETTS INTERMEDIATE
MUNICIPAL INCOME FUND

<TABLE>
<CAPTION>
                                           Credit
                                           Rating:
                                           Moody's
Principal                                    or
 Amount                                    S&P's(e)      Value
<C>         <S>                           <C>          <C>
             LONG-TERM MUNICIPAL
             SECURITIES_95.4%
             Massachusetts_95.4%
$  300,000   Attleboro, MA, 5.20% GO LT
             Bonds, (AMBAC Insured),
             7/1/2002                           Aaa   $  288,243
   250,000   Brookline, MA, 4.50%
             Refunding Bonds, (Series
             1994), 1/15/2006                   Aa1      215,100
   100,000   Carlisle, MA, 4.50%
             Refunding Bonds, UT GO
             Bonds,
             6/15/2001                           Aa       93,085
   155,000   Chatham, MA, 4.60%
             Refunding Bonds, 1/15/2005          A1      133,264
   100,000   Dedham Westwood Water Dis-
             trict, MA, 4.30% Refunding
             Bonds, (MBIA Insured),
             10/15/2002                         AAA       87,689
   100,000   Massachusetts Municipal
             Wholesale Electric Co.,
             5.75% Revenue Bonds,
             (Power Supply Sys-
             tem)/(Series E)/(AMBAC
             Insured), 7/1/2002                 AAA      100,298
   300,000   Massachusetts Municipal
             Wholesale Electric Co.,
             4.80% Revenue Bonds,
             (Power Supply Sys-
             tem)/(Series B)/(MBIA
             Insured), 7/1/2007                 AAA      255,711
   200,000   Massachusetts Municipal
             Wholesale Electric Co.,
             6.50% Revenue Refunding
             Bonds, (Power Supply
             Systems)/(Series A)/
             (AMBAC Insured), 7/1/2002          Aaa      209,300
</TABLE>

MASSACHUSETTS INTERMEDIATE MUNICIPAL INCOME FUND (cont'd)
<TABLE>
<CAPTION>
                                           Credit
                                          Ratings:
                                           Moody's
Principal                                    or
  Amount                                  S&P's(e)      Value
<C>         <S>                            <C>          <C>
$  200,000   Massachusetts State, 6.20%
             GO UT Bonds, (Series
             A)/(Callable 6/1/2002 6
             101), 6/1/2003                       A   $  203,848
   500,000   Massachusetts State, 4.90%
             GO Refunding Bonds,
             (Series C), 8/1/2004                A+      446,165
   200,000   Massachusetts State, 7.00%
             GO
             UT Bonds, (Series C)/(Pre-
             refunded 12/1/2000 6 100),
             12/1/2010                          AAA      215,320
   150,000   Massachusetts State, 5.00%
             HEFA, Revenue Refunding
             Bonds, (Youville
             Hospital)/ (Series B)/(FHA
             Insured),
             2/15/99                             Aa      146,933
   200,000   Massachusetts State, 4.50%
             HEFA, Revenue Bonds, (New
             England Medical Center)/
             (Series G)/(MBIA Insured),
             7/1/2002                           AAA      179,598
   100,000   Massachusetts State, 4.70%
             HEFA, Revenue Bonds, (Mas-
             sachusetts Institute
             Technology)/(Series H),
             7/1/2004                           Aaa       90,560
   200,000   Massachusetts State, 4.80%
             HEFA, Revenue Refunding
             Bonds, (Baystate Medical
             Center)/(Series
             1993D)/(FGIC Insured),
             7/1/2004                           AAA      176,914
   300,000   Massachusetts State, 4.90%
             HEFA, Revenue Refunding
             Bonds, (Boston College),
             6/1/2005                            A1      267,468
   150,000   Massachusetts State, 4.90%
             HEFA, Revenue Refunding
             Bonds, (Baystate Medical
             Center)/(Series D)/(FGIC
             Insured), 7/1/2005                 AAA      132,149
   500,000   Massachusetts State, 5.40%
             HEFA, Revenue Bonds, (Wil-
             liams College)/(Series
             1993D), 7/1/2005                   Aa1      476,190
   135,000   Massachusetts State, 5.70%
             HEFA, Revenue Bonds, (New
             England Deaconess
             Hospital), 7/1/2005
             (Escrow to Maturity)               AAA      133,384

<CAPTION>
                                           Credit
                                          Ratings:
Principal                                  Moody's
 Amount                                      or
or Shares                                 S&P's(e)      Value
<C>         <S>                           <C>          <C>
$  400,000   Massachusetts State, 5.70%
             HEFA, Revenue Bonds, (Beth
             Israel Hospital)/(Series
             G)/ (Callable 7/1/2002 6
             102)/ (AMBAC Insured),
             7/1/2005                           Aaa   $  389,684
   100,000   Massachusetts State, 6.20%
             Housing Finance Agency
             Revenue Bonds, (Series
             31)/(Callable 6/1/2004 6
             102),
             6/1/2009                            Aa       96,193
   150,000   Massachusetts State, 5.80%
             Special Obligations
             Revenue Bonds, (Series A),
             6/1/2000                            A1      151,770
   300,000   Massachusetts State, 7.00%
             Special Obligations
             Revenue Bonds, (Series A),
             6/1/2002                            A1      323,529
   200,000   Massachusetts State
             Turnpike Authority, 4.625%
             Revenue Refunding Bonds,
             (Series A), 1/1/2002                A+      181,870
   200,000   Massachusetts State Water
             Pollution Abatement, 4.85%
             Revenue Bonds, 8/1/2005             AA      176,150
   300,000   Massachusetts State Water
             Resources Authority,
             5.875% Revenue Refunding
             Bonds, (Series
             B)/(Callable 11/1/2002 6
             102), 11/1/2004                      A      294,123
   400,000   New England Education Loan
             Marketing Corp., MA, 5.80%
             Student Loan Revenue
             Bonds, (Issue A), 3/1/2002         Aaa      396,672
   100,000   Northampton, MA, 4.90%
             (AMBAC Insured), 9/1/2006          AAA       88,512
   150,000   Salem, MA, 5.80% LT GO
             Bonds, (AMBAC Insured),
             7/15/2006                          AAA      145,891
   200,000   Sharon, MA, 4.65% BQ
             Bonds, 7/15/2006                    Aa      173,242
                                                      ----------
             TOTAL LONG-TERM MUNICIPAL
             SECURITIES (IDENTIFIED
             COST $6,773,845)                          6,268,855
                                                      ----------
             Mutual Fund Shares_3.3%
   214,319   Dreyfus Massachusetts
             Municipal Money Market
             Fund
             (AT NET ASSET VALUE)                        214,319
                                                      ----------
             TOTAL INVESTMENTS
             (IDENTIFIED COST
             $6,988,164)                              $6,483,174
                                                      ----------
                                                      ----------
</TABLE>

GROWTH AND INCOME EQUITY FUND
<TABLE>
<CAPTION>
 Shares                                             Value
<C>        <S>                                     <C>
            COMMON STOCKS_91.8%
            Basic Materials_4.5%
   37,000   Burlington Northern, Inc.             $1,845,375
  100,000   Dexter Corp.                           2,062,500
   25,000   Georgia-Pacific Corp.                  1,846,875
   80,000   Lubrizol Corp.                         2,580,000
                                                  ----------
            Total                                  8,334,750
                                                  ----------
            Capital Goods/Construction_9.1%
   46,000   Boeing Co.                             2,018,250
   28,000   Emerson Electric Co.                   1,701,000
   68,000   General Electric Co.                   3,323,500
   68,000   Hubbell, Inc.                          3,621,000
   80,000   Masco Corp.                            1,900,000
   36,000   (f)Thermo Electron Corp.               1,642,500
   70,000   WMX Technologies, Inc.                 2,056,250
                                                  ----------
            Total                                 16,262,500
                                                  ----------
            Consumer Cyclical_12.0%
   74,000   Arvin Industries, Inc.                 1,803,750
   70,000   Circuit City Stores, Inc.              1,785,000
   26,000   Dayton Hudson Corp.                    2,015,000
   46,000   Disney (Walt) Co.                      1,811,250
   70,000   Donnelley (R.R.) & Sons Co.            2,196,250
   32,000   Eastman Chemical Co.                   1,728,000
   50,000   Eastman Kodak Co.                      2,406,250
   36,000   Lilly (Eli) & Co.                      2,232,000
   48,000   Melville Corp.                         1,602,000
   70,000   Morrison Restaurants, Inc.             2,047,500
   75,000   Rite Aid Corp.                         1,800,000
                                                  ----------
            Total                                 21,427,000
                                                  ----------
            Consumer Staples_19.6%
   78,000   Alberto Culver Co.                     1,842,750
   18,500   American Cyanamid Co.                  1,826,875
   48,000   American Home Products Corp.           3,048,000
   38,000   Anheuser-Busch Companies, Inc.         1,928,500
   66,000   Baxter International, Inc.             1,716,000
   30,000   Dun & Bradstreet Corp.                 1,758,750
   34,000   General Mills, Inc.                    1,904,000
   40,000   General Motors Corp.                   1,580,000
   32,000   Johnson & Johnson                      1,748,000
   68,000   McDonalds Corp.                        1,955,000
   64,000   Merck and Co., Inc.                    2,288,000
   68,000   PepsiCo, Inc.                          2,380,000
   36,000   Pfizer, Inc.                           2,668,500
   40,000   Philip Morris Cos., Inc.               2,450,000
   34,000   Proctor & Gamble Co.                   2,125,000
   80,000   Super Valu Stores, Inc.                1,940,000
   50,000   (f)Toy's R Us, Inc.                    1,925,000
                                                  ----------
            Total                                 35,084,375
                                                  ----------
            Energy_9.9%
   38,000   Amoco Corp.                            2,408,250
   22,000   Atlantic Richfield Co.                 2,384,250
   32,000   Mobil Corp.                            2,752,000
   22,000   Royal Dutch Petroleum Corp.            2,563,000

<CAPTION>
 Shares                                             Value
<C>        <S>                                      <C>
   32,000   Schlumberger, Ltd.                    $1,880,000
   54,000   Texaco, Inc.                           3,530,250
  115,000   USX Marathon Group                     2,156,250
                                                  ----------
            Total                                 17,674,000
                                                  ----------
            Financia_l7.9%
   32,000   Chubb Corp.                            2,236,000
   92,000   Comerica, Inc.                         2,541,500
   54,000   Fleet Financial Group, Inc.            1,849,500
  100,000   Huntington Bancshares, Inc.            1,750,000
   32,000   Morgan (J.P.) & Co., Inc.              1,980,000
   35,000   NBB Bancorp, Inc.                      1,671,250
   80,000   National City Corp.                    2,170,000
                                                  ----------
            Total                                 14,198,250
                                                  ----------
            Insurance_2.2%
   41,000   Aetna Life & Casualty Co.              1,891,125
  180,000   Ethyl Corp.                            2,047,500
                                                  ----------
            Total                                  3,938,625
                                                  ----------
            Technology_10.2%
   22,000   AMP, Inc.                              1,663,750
   40,000   AT & T Corp.                           2,200,000
   42,000   (f)Computer Sciences Corp.             1,953,000
   54,000   General Motors Corp. Class E           1,977,750
   27,000   International Business Machines
            Corp.                                  2,011,500
   31,000   Motorola, Inc.                         1,825,125
   62,000   Pitney Bowes, Inc.                     2,092,500
   39,000   Raytheon Co.                           2,486,250
  114,000   (f)Tandem Computers, Inc.              2,009,250
                                                  ----------
            Total                                 18,219,125
                                                  ----------
            Transportation & Services_2.7%
   34,000   British Airways, ADR                   1,989,000
   18,000   Delta Air Lines, Inc.                    938,250
   30,000   Norfolk Southern Corp.                 1,890,000
                                                  ----------
            Total                                  4,817,250
                                                  ----------
            Utilities_7.7%
  112,000   Entergy Corp.                          2,618,000
   92,000   GTE Corp.                              2,829,000
  120,000   Niagara Mohawk Power Corp.             1,650,000
   58,000   Sprint Corp.                           1,892,250
   76,000   U.S. West, Inc.                        2,859,500
   56,000   Vodafone Group PLC, ADR                1,946,000
                                                  ----------
            Total                                 13,794,750
                                                  ----------
            Miscellaneous_6.0%
   68,000   Corning, Inc.                          2,312,000
   38,000   Minnesota Mining & Manufacturing Co.   2,104,250
   84,000   Ogden Corp.                            1,806,000
   64,000   PHH Corp.                              2,400,000
   66,000   Providian Corp.                        2,095,500
                                                  ----------
            Total                                 10,717,750
                                                  ----------
            TOTAL COMMON STOCK
            (IDENTIFIED COST $155,247,900)        164,468,375
                                                  ----------
</TABLE>

GROWTH AND INCOME EQUITY FUND (cont'd)

<TABLE>
<CAPTION>
Shares or
Principal
 Amount                                             Value
<C>        <S>                                      <C>
            CONVERTIBLE PREFERRED STOCK_1.7%
   22,000   Delta Air Lines, Inc., Series C, 7%,
            Cum. Cv. Pfd.                         $1,053,250
   20,000   Ford Motor Co., Series A, Cum. Cv.
            Pfd.                                   1,935,000
                                                  ----------
            TOTAL CONVERTIBLE-PREFERRED STOCK
            (IDENTIFIED COST $3,008,363)           2,988,250
                                                  ----------
            Mutual Fund Shares_8.1%
6,589,583   Dreyfus Cash Management                6,589,583
7,900,000   Fidelity Institutional Cash Money
            Market Fund                            7,900,000
                                                  ----------
            TOTAL MUTUAL FUND SHARES
            (AT NET ASSET VALUE)                  14,489,583
                                                  ----------
            TOTAL INVESTMENTS
            (IDENTIFIED COST $172,745,846)        $181,946,208
                                                  ----------
                                                  ----------
</TABLE>

GROWTH EQUITY FUND
<TABLE>
<CAPTION>
  Shares                                                Value
<C>          <S>                                        <C>
              COMMON STOCK9_3.5%
              Basic Materials_7.6%
     6,600    Apache Corp.                            $  185,625
     8,000    Avery Dennison Corp.                       269,000
     6,000    du Pont (E.I.) deNemours & Co.             357,750
     7,000    Ferro Corp.                                179,375
     5,000    Georgia Pacific Corp.                      369,375
    13,000    Morton International, Inc.                 370,500
                                                      ----------
              Total                                    1,731,625
                                                      ----------
              Capital Goods/Construction_9.6%
     6,000    Caterpillar, Inc.                          358,500
     2,200    Dow Chemical Co.                           161,700
     4,000    General Electric Co.                       195,500
    14,000    General Signal Corp.                       504,000
     4,700    Masco Corp.                                111,625
     2,600    Raytheon Co.                               165,750
    12,000    Trinity Industries, Inc.                   411,000
    20,000    Wheelabrator Technologies                  277,500
                                                      ----------
              Total                                    2,185,575
                                                      ----------
              Consumer Cyclical_22.6%
    13,200    Arvin Industries, Inc.                     321,750
     3,200    Carnival Cruise Lines, Inc.                145,600
    11,000    (f)Circus Circus Enterprises, Inc.         244,750
    32,000    (f)Consolidated Stores Corp.               580,000
     6,000    (f)CUC International, Inc.                 192,750
     6,200    Disney (Walt) Co.                          244,125
     5,000    Dun & Bradstreet Corp.                     293,125
    14,000    Echlin, Inc.                               430,500
     3,100    Home Depot, Inc.                           141,050
     6,000    Houghton Mifflin Co.                       276,000
    12,000    International Game Techology               222,000
     9,000    Mattel, Inc.                               263,250
    15,000    Morrison Restaurants, Inc.                 438,750

<CAPTION>
  Shares                                                Value
<C>          <S>                                         <C>
     6,000    (f)Office Depot, Inc.                   $  148,500
     4,200    Pep Boys Manny, Moe, & Jack                150,150
    16,200    (f)Tele Communications, Inc.               366,525
     9,000    (f)Toys "R" Us, Inc.                       346,500
     3,400    Xerox Corp.                                348,500
                                                      ----------
              Total                                    5,153,825
                                                      ----------
              Consumer Staples_16.5%
    11,400    Albertson's, Inc.                          342,000
     7,000    (f)Amgen, Inc.                             390,250
     7,000    (f)Chiron Corp.                            471,625
     2,500    Gillette Co.                               185,938
    14,000    (f)Healthtrust, Inc.                       490,000
     6,000    Johnson & Johnson                          327,750
    24,000    (f)Ornda Healthcorp.                       381,000
    10,000    PepsiCo, Inc.                              350,000
     3,000    Pfizer                                     222,375
     2,000    Schering Plough Corp.                      142,500
    10,000    (f)Science Med Life System, Inc.           477,500
                                                      ----------
              Total                                    3,780,938
                                                      ----------
              Energy_7.7%
     4,000    Anadarko Petroleum Corp.                   195,500
    17,000    Camco International, Inc.                  350,625
     8,300    Coastal Corp.                              236,550
     9,000    Halliburton Co.                            333,000
     7,500    Pennzoil Co.                               386,250
     7,000    (f)Triton Energy Corp.                     248,500
                                                      ----------
              Total                                    1,750,425
                                                      ----------
              Financial_10.8%
     4,100    AFLAC, Inc.                                139,913
     4,400    American International Group, Inc.         411,950
     7,000    Bank of New York, Inc.                     222,250
     8,000    Comerica, Inc.                             221,000
     5,600    Federal National Mortgage Association      425,600
     9,000    First Financial Management Corp.           504,000
     7,000    Midlantic Corp.                            196,000
     6,000    Norwest Corp.                              147,000
     6,000    United Companies Financial                 199,500
                                                      ----------
              Total                                    2,467,213
                                                      ----------
              Technology_12.6%
     5,000    AMP, Inc.                                  378,125
     4,700    AT & T Corp.                               258,500
    10,000    (f)BMC Software, Inc.                      452,500
     5,300    Intel Corp.                                329,262
     3,000    (f)Microsoft Corp.                         189,000
    23,000    (f)Novell, Inc.                            425,500
    29,400    (f)Tandem Computers, Inc.                  518,175
     9,000    Vodafone Group Plc.                        312,750
                                                      ----------
              Total                                    2,863,812
                                                      ----------
              Transport & Services_4.0%
     7,000    Delta Air Lines, Inc.                      364,875
    14,000    Ryder Systems, Inc.                        329,000
     2,400    (f)UAL Corp.                               226,800
                                                      ----------
              Total                                      920,675
                                                      ----------
</TABLE>

GROWTH EQUITY FUND (cont'd)

<TABLE>
<CAPTION>
Shares or
Principal
 Amount                                             Value
<C>        <S>                                     <C>
            Utilities_2.1%
   16,000   Century Telephone Enterprises, Inc.   $  480,000
                                                  ----------
            TOTAL COMMON STOCKS
            (IDENTIFIED COST $19,547,742)         21,334,088
                                                  ----------

            MUTUAL FUND SHARES_4.2%
  957,160   Fidelity Institutional Cash Money
            Market Fund (at net asset value)         957,160
                                                  ----------
            TOTAL INVESTMENTS
            (IDENTIFIED COST $20,504,902)         $22,291,248
                                                  ----------
                                                  ----------
</TABLE>

SMALL CAPITALIZATION EQUITY FUND
<TABLE>
<CAPTION>
 Shares                                             Value
<C>        <S>                                      <C>
            COMMON STOCKS_95.9%
            Basic Materials_7.2%
   25,000   (f)AK Steel Holdings Corp.            $  818,750
    4,000   Butler Manufacturing Co.                 138,000
    5,600   Calgon Carbon Corp.                       63,000
   15,000   Caraustar Industries, Inc.               292,500
   18,480   Chemi-Trol Chemical Co.                  210,210
   26,700   Chesapeake Corp.                         827,700
   27,200   Dexter Corp.                             561,000
   20,500   Fuller HB Co.                            681,625
   41,000   Grow Group, Inc.                         589,375
   21,512   Guardsman Products, Inc.                 239,321
   36,500   (f)Johnstown America Industries,
            Inc.                                     720,875
   25,000   Petrolite Corp.                          743,750
   43,900   Quaker Chemical                          801,175
   26,700   (f)Steel of West Virginia, Inc.          317,063
   46,500   (f)Sybron Chemicals Industries, Inc.     941,625
   35,600   Varlen Corp.                             818,800
                                                  ----------
            Total                                  8,764,769
                                                  ----------
            Capital Goods/Construction_6.9%
   21,000   Analysis & Technology, Inc.              325,500
   20,000   (f)Atchinson Casting Corp.               335,000
   38,100   (f)Beazer Home USA, Inc.                 457,200
   14,600   (f)Centex Construction Products,
            Inc.                                     153,300
   49,528   (f)D.R. Horton, Inc.                     650,055
   26,500   Duriron, Inc.                            477,000
   35,000   (f)Foster L.B. Co., Class A              129,062
   27,300   Insituform Mid American, Inc.            271,294
   51,600   Instron Corp.                            586,950
   25,000   (f)Jason, Inc.                           237,500
   13,500   Pope & Talbot, Inc.                      239,625
   47,000   (f)Redman Industries, Inc.               804,875
   23,500   Schult Homes Corp.                       305,500
   49,600   Toro Co.                               1,376,400
   70,000   (f)Triangle Pacific Corp.                953,750
   24,400   (f)Varitronic System, Inc.               207,400
   40,000   (f)Willcox & Gibbs, Inc.                 275,000
   25,000   Wolverine World Wide, Inc.               612,500
                                                  ----------
            Total                                  8,397,911
                                                  ----------
            Consumer Cyclical_14.3%
   23,200   (f)American City Business Journals       371,200

<CAPTION>
 Shares                                             Value
<C>        <S>                                     <C>
   14,750   Bassett Furniture Industries, Inc.    $  401,939
   51,900   (f)Brauns Fashions Corp.                 171,919
   31,000   Casey's General Stores, Inc.             408,812
   79,300   Cash America International, Inc.         654,225
   82,100   (f)ClothesTime, Inc.                     318,138
   21,000   (f)Coherent, Inc.                        304,500
   10,200   (f)Designs, Inc.                          75,225
   42,400   (f)Dimark, Inc.                          710,200
   58,600   (f)El Chico Restaurants, Inc.            754,475
   43,500   Falcon Products, Inc.                    500,250
   71,000   (f)Fieldcrest Cannon, Inc.             1,810,500
   12,800   (f)Galey & Lord, Inc.                    199,200
   24,000   Gibson Greetings, Inc.                   357,000
   32,700   (f)Hi-Lo Automotive, Inc.                367,875
   20,000   Houghton Mifflin Co.                     920,000
   18,600   (f)Jones Apparel Group, Inc.             509,175
   55,000   LADD Furniture, Inc.                     343,750
   48,000   (f)Monaco Coach Corp.                    732,000
   40,450   Morrison Restaurants, Inc.             1,183,162
   17,600   (f)Mothers Work, Inc.                    220,000
   26,500   (f)Optical Data Systems, Inc.            543,250
   51,700   (f)Payless Cashways, Inc.                484,687
   22,000   PCA International, Inc.                  261,250
   51,000   (f)R & B, Inc.                           331,500
   72,400   Richfood Holdings, Inc.                1,176,500
   64,800   Rival Co.                              1,652,400
   76,000   (f)Ryans Family Steak Houses             475,000
   10,750   (f)Sierra On-Line, Inc.                  258,000
   21,000   (f)Spaghetti Warehouse, Inc.             128,625
   18,500   (f)Value City Department Stores,
            Inc.                                     210,437
   18,000   (f)Winston Furniture, Inc.               148,500
   89,900   (f)Worldtex, Inc.                        449,500
                                                  ----------
            Total                                 17,433,194
                                                  ----------
            Consumer Staples_11.7%
   15,000   Avalon Properties, Inc.                  292,500
   55,600   Ballard Medical Products                 542,100
   14,500   Bindley Western Industries, Inc.         188,500
   47,900   Biocraft Labs, Inc.                      856,213
   12,000   (f)Cephalon, Inc.                        114,000
   52,600   Delta & Pine Land Co.                    874,475
   15,500   (f)Dorsey Trailers, Inc.                 244,125
   32,000   Focus Surgery, Inc.                       22,000
   36,000   (f)Gish Biomedical, Inc.                 207,000
   24,800   Hannaford Brothers Co.                   613,800
   35,500   (f)Health Management Systems, Inc.     1,007,312
   25,000   (f)International Cabletel, Inc.          775,000
   40,000   Interstate Bakeries Corp.                515,000
   76,000   Kinetic Concepts, Inc.                   465,500
   56,900   (f)Lifecore Biomedical, Inc.             263,163
   31,800   (f)Lincare Holdings, Inc.                866,550
   53,875   Minntech Corp.                           781,187
   58,000   (f)Noven Pharmaceuticals, Inc.           884,500
   32,000   (f)OEC Medical Systems, Inc.             208,000
   15,500   (f)OPTI, Inc.                            224,750
   41,100   (f)Paragon Trade Brands, Inc.            986,400
   79,500   (f)Pharmaceutical Marketing
            Services, Inc.                           914,250
</TABLE>

SMALL CAPITALIZATION EQUITY FUND (cont'd)
<TABLE>
<CAPTION>
 Shares                                             Value
<C>        <S>                                      <C>
   41,600   (f)ReadiCare, Inc.                    $   59,800
   23,500   Sanfilippo, John B & Son, Inc.           205,625
   22,900   (f)Somatix Therapy Corp.                 114,500
    5,500   (f)Spacelabs Medical, Inc.               115,500
  109,800   (f)Syntro Corp.                          260,775
   21,400   TCA Cable TV, Inc.                       502,900
   27,900   Unifirst Corp                            331,313
   56,500   (f)Unilab Corp.                          282,500
   20,000   (f)United American Healthcare Co.        575,000
                                                  ----------
            Total                                 14,294,238
                                                  ----------
            Energy_6.4%
   75,000   (f)Alamco, Inc.                          496,875
   32,000   (f)Belden & Blake Corp.                  440,000
   75,000   (f)Bellwether Exploration Co.            421,875
   44,200   Berry Petroleum Co., Class A             419,900
   21,300   Cascade Natural Gas Corp.                292,875
   38,000   Cross Timbers Oil Co.                    608,000
   25,200   Devon Energy Corp.                       551,250
   31,500   (f)Dual Drilling Co.                     417,375
   22,500   (f)Gulfmark International, Inc.          365,625
   45,000   (f)Kelley Oil Corp.                      286,875
   33,800   (f)Oceaneering International, Inc.       435,175
    5,000   Penn Virginia Corp.                      175,000
   15,000   Plains Petroleum Co.                     405,000
   32,000   Pogo Producing Co.                       716,000
   20,400   (f)Seagull Energy Corp.                  530,400
   12,250   (f)Tejas Gas Corp.                       554,313
   10,000   Tidelands Realty Trust                    93,125
   40,000   (f)United Meridian Corp.                 585,000
                                                  ----------
            Total                                  7,794,663
                                                  ----------
            Financial_15.2%
   58,000   American Annuity Group, Inc.             551,000
   31,000   American Eagle Group, Inc.               286,750
   28,500   American Federal Bank--FSB               342,000
   37,500   (f)Amvestors Financial Corp.             356,250
    7,000   (f)Bay Ridge Bancorp, Inc.               101,500
   22,500   BSB Bancorp, Inc.                        624,375
   47,000   Coast Savings Financial, Inc.            669,750
   22,400   Co-operative Bank, Concord               347,200
   65,000   (f)Crown American Realty                 893,750
   24,700   (f)D & N Financial Corp., Warrants        81,819
   74,000   (f)D & N Savings Financial Corp.         638,250
   22,300   (f)Eagle Finance Corp.                   345,650
   15,000   Eaton Vance Corp.                        474,375
   21,000   First Federal Michigan Corp.             435,750
   45,900   Foothill Group, Inc.                     688,500
   39,800   (f)Home State Holdings, Inc.             567,150
   23,780   Integon Corp.                            356,700
   12,200   Kansas City Life Insurance Co.           524,600
   45,200   (f)KBK Capital Corp.                     299,450
   33,800   Life Partners Group, Inc.                735,150
   15,700   (f)Long Island Bancorp, Inc.             235,500
   21,972   (f)National Auto Credit, Inc.            263,664
   31,710   North Side Savings Bank of the Bronx     618,345
   24,000   ONBANCORP, Inc.                          624,000
   74,400   (f)Payco American Corp.                  623,100

<CAPTION>
 Shares                                             Value
<C>        <S>                                      <C>
   30,000   Penncorp Financial Group, Inc.        $  472,500
   41,500   Poe & Brown, Inc.                        902,625
   17,946   Portsmouth BankShares, Inc.              215,352
   40,000   Security Connecticut Corp.               835,000
   30,900   SEI Corp.                                648,900
   40,000   Selective Insurance Group, Inc.        1,010,000
   36,750   Southwest Securities Group, Inc.         266,437
   18,700   UMB Financial Corp.                      598,400
   41,000   USBancorp, Inc.                          984,000
   34,000   Victoria Bankshares, Inc.                867,000
                                                  ----------
            Total                                 18,484,792
                                                  ----------
            Miscellaneous_6.8%
    1,000   (f)Accustaff, Inc.                        13,875
   63,750   ADVO, Inc.                             1,131,562
   13,000   American Classic Voyages Corp.           227,500
   18,200   (f)CDI Corp.                             309,400
   42,200   (f)DIMAC Corp.                           511,675
   20,000   Gilbert Associates, Inc.                 270,000
   11,000   (f)Harding Associates, Inc.               79,750
   39,500   (f)Layne, Inc.                           286,375
   40,000   (f)Merix Corp.                           540,000
    7,000   Northland Cranberries, Inc.              118,125
   26,100   (f)Pronet, Inc.                          417,600
   25,000   (f)Res Care, Inc.                        425,000
   25,000   (f)Rural/MetroCorp.                      525,000
   65,000   (f)Sterile Concepts Holdings, Inc.     1,023,750
   44,500   (f)Thomas Group, Inc.                    389,375
  106,050   Unitog Co.                             1,948,669
                                                  ----------
            Total                                  8,217,656
                                                  ----------
            Technology_25.5%
    6,400   (f)Acxiom Corp.                          187,200
   32,500   (f)Alliance Semi-conductor Corp.         836,875
   60,000   (f)American Management Systems, Inc.     952,500
   54,600   (f)Analogic Corp.                        969,150
   43,200   (f)Autoinfo, Inc.                        118,800
   15,500   (f)Babbage's, Inc.                       213,125
   47,700   (f)BancTec, Inc.                         954,000
   20,000   (f)Benchmark Electronics, Inc.           510,000
   26,000   BGS Systems, Inc.                        578,500
   34,000   (f)Bisys Group, Inc.                     743,750
   51,700   (f)Boole & Babbage, Inc.               1,654,400
   35,000   (f)CEM Corp.                             437,500
   75,400   (f)Cognos, Inc.                        1,102,725
   10,000   (f)Colonial Data Technologies             92,500
   54,000   (f)Comptek Research, Inc.                796,500
  117,000   Computer Task Group, Inc.                979,875
   41,400   (f)Comshare, Inc.                        589,950
   40,000   (f)Continuum, Inc.                     1,075,000
   14,500   (f)Cycare Systems, Inc.                  172,188
   18,360   (f)Detection Systems, Inc.               167,535
   20,900   (f)Emulex Corp.                          229,900
   14,500   (f)Evans & Sutherland Computer Co.       170,375
   37,500   (f)Gelman Sciences, Inc.                 496,875
   75,000   (f)Giga Tronics, Inc.                    468,750
   12,000   Greiner Engineering, Inc.                148,500
   87,500   Hogan Systems, Inc.                      546,875
</TABLE>

SMALL CAPITALIZATION EQUITY FUND (cont'd)

<TABLE>
<CAPTION>
Shares or
Principal
 Amount                                             Value
<C>        <S>                                      <C>
   16,300   (f)IMRS, Inc.                         $  647,925
   46,200   (f)Information Resources, Inc.           693,000
   30,000   Intercargo Corp.                         243,750
   40,000   (f)Interleaf, Inc.                       157,500
   22,700   (f)Interphase Corp.                      272,400
   60,000   (f)Intersolv, Inc.                     1,005,000
   37,700   (f)K-Tron International, Inc.            447,685
   25,500   Keithley Instruments, Inc.               248,626
   33,500   (f)Kent Electronics Corp.              1,235,313
   31,950   (f)Lattice Semi-conductor Corp.          539,156
   43,000   (f)Legent Corp.                        1,225,500
   28,800   Mac-Neal Schwendler Corp.                313,200
   32,000   (f)MDL Information Systems, Inc.         276,000
   30,000   (f)Microcom, Inc.                        270,000
   38,500   Nashua Corp.                             875,875
   24,000   National Computer Systems, Inc.          348,000
   55,000   National Data Corp.                    1,141,250
   38,500   (f)NetFRAME Systems, Inc.                298,375
   96,200   (f)Network Systems Corp.                 667,388
   42,000   (f)Phoenix Technology Ltd.               301,875
   20,900   (f)Qlogic Corp.                          128,012
   32,600   (f)Softech, Inc.                         236,350
   76,701   (f)Sterling Software, Inc.             2,396,905
   14,700   (f)Symix Systems, Inc.                   117,600
   61,600   (f)Unitrode Corp.                      1,185 800
   17,500   (f)Verifone Inc                          393,750
   25,000   (f)Zygo Corp.                            193,750
                                                  ----------
            Total                                 31,053,333
                                                  ----------
            Transportation_1.6%
   20,000   Arnold Industries, Inc.                  466,250
   19,300   (f)Builders Transportation, Inc.         217,125
   28,875   (f)Cannon Express, Inc., Class A         360,938
   16,875   (f)Cannon Express, Inc., Class B         202,500
   50,000   Intertrans Corp.                         675,000
                                                  ----------
            Total                                  1,921,813
                                                  ----------
            Utilities_0.3%
   20,000   Middlesex Water Co.                      360,000
                                                  ----------
            Total                                    360,000
                                                  ----------
            TOTAL COMMON STOCKS
            (IDENTIFIED COST $112,298,173)        116,722,369
                                                  ----------

            CORPORATE BOND_0.3%
$ 369,900   Mac-Neal Schwendler Corp., 7.875%,
            Sub. Deb. Conv., 8/18/2004               369,900
                                                  ----------
            MUTUAL FUND SHARES_4.9%
  526,816   Dreyfus Cash Management Trust            526,816
5,398,149   Fidelity Institutional Cash Money
            Market Fund                            5,398,149
                                                  ----------
            TOTAL MUTUAL FUND SHARES (AT NET
            ASSET VALUE)                           5,924,965
                                                  ----------
            TOTAL INVESTMENTS
            (IDENTIFIED COST, $118,593,038)       $123,017,234
                                                  ----------
                                                  ----------
</TABLE>

QUANTITATIVE EQUITY FUND

<TABLE>
<CAPTION>
Shares or
Principal
 Amount                                               Value
<C>        <S>                                        <C>
            COMMON STOCKS_43.3%
            Basic Materials_2.9%
    1,500   Morton International, Inc.              $  42,750
    4,000   Pegasus Gold, Inc.                         58,500
                                                    ---------
            Total                                     101,250
                                                    ---------
            Capital Goods/Construction_4.8%
      800   Briggs & Stratton Corp.                    55,600
    2,000   Centex Corp.                               44,500
    1,400   General Electric Co.                       68,425
                                                    ---------
            Total                                     168,525
                                                    ---------
            Consumer Cyclical_16.9%
    3,000   (f)Brinker International, Inc.             69,375
    2,000   Dow Jones & Co., Inc.                      59,750
    2,000   Home Depot, Inc.                           91,000
      800   Houghton Mifflin Co.                       36,800
    5,500   Maytag Corp.                               87,313
    3,000   New York Times Co., Class A                67,875
    2,000   Time Warner, Inc.                          71,000
    1,200   Tribune Co.                                63,150
    1,000   Whirlpool Corp.                            52,000
                                                    ---------
            Total                                     598,263
                                                    ---------
            Consumer Staples_7.0%
    1,500   Campbell Soup Co.                          61,875
    1,400   General Motors Corp.                       55,300
    2,000   Hasbro, Inc.                               66,000
    1,200   Johnson & Johnson                          65,550
                                                    ---------
            Total                                     248,725
                                                    ---------
            Energy_1.5%
      500   Atlantic Richfield Co.                     54,187
                                                    ---------
            Financial_6.1%
    1,600   Federal Home Loan Mortgage Corp.           87,200
    1,000   Federal National Mortgage Association      76,000
    1,000   MBIA, Inc.                                 54,125
                                                    ---------
            Total                                     217,325
                                                    ---------
            Technology_2.2%
    1,400   AT & T Corp.                               77,000
                                                    ---------
            Transportation_1.9%
    2,800   Southwest Airlines Co.                     66,150
                                                    ---------
            TOTAL COMMON STOCKS
            (IDENTIFIED COST $1,524,166)            1,531,425
                                                    ---------

            U.S. TREASURY BILL_48.4%
$1,711,000  4.10%, 11/3/94                          1,710,610
                                                    ---------

            MUTUAL FUND SHARES_8.9%
  157,075   Dreyfus Cash Management Trust             157,075
  157,327   Fidelity Institutional Cash Money
            Market Fund                               157,327
                                                    ---------
            TOTAL MUTUAL FUND SHARES (AT NET ASSET
            VALUE)                                    314,402
                                                    ---------
            TOTAL INVESTMENTS
            (IDENTIFIED COST $3,549,178)            $3,556,437
                                                    ---------
                                                    ---------
</TABLE>

                                                           THE SHAWMUT FUNDS
 Notes to Portfolios of Investments                        October 31, 1994

 (a) Each issue shows the rate of discount at the time of purchase for discount
     issues.

(b) Current rate and next demand date shown.

 (c) The repurchase agreement is fully collateralized by U.S. government and/or
     agency obligations based on market prices at the date of the portfolio.

(d) Also represents cost for federal tax purposes.

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

 (f) Non-incoming producing securities.

The following abbreviations are used in these portfolios:

<TABLE>
<S>        <C>                                                     <C>        <C>
ADR        -- American Depository Receipts                         HEFA       -- Health and Education Facilities Authority
AMBAC      -- American Municipal Bond Assurance Corporation        HFA        -- Housing Finance Authority/Agency
AMT        -- Alternative Minimum Tax                              HMFP       -- Housing Mortgage Finance Program
ARM        -- Adjustable Rate Mortgage                             LOC        -- Letter of Credit
BANs       -- Bond Anticipation Notes                              LT         -- Limited Tax
BQ         -- Bank Qualified                                       MBIA       -- Municipal Bond Investors Assurance
CMO        -- Collateralized Mortgage Obligation                   PCR        -- Pollution Control Revenue
CP         -- Commercial Paper                                     RANs       -- Revenue Anticipation Notes
FGIC       -- Financial Guaranty Insurance Company                 REMIC      -- Real Estate Mortgage Investment Conduit
FHA        -- Federal Housing Administration                       SPA        -- Standby Purchase Agreement
FSA        -- Financial Security Assurance                         UT         -- Unlimited Tax
GO         -- General Obligation                                   VRDNs      -- Variable Rate Demand Notes
</TABLE>
<TABLE>
<CAPTION>
                                                                         NET UNREALIZED        GROSS            GROSS
                                                            COST OF       APPRECIATION/     UNREALIZED       UNREALIZED
                                                          INVESTMENTS    (DEPRECIATION)    APPRECIATION     DEPRECIATION
                                                        FOR FEDERAL TAX    FOR FEDERAL      FOR FEDERAL      FOR FEDERAL
  SHAWMUT FUNDS                                            PURPOSES       TAX PURPOSES     TAX PURPOSES     TAX PURPOSES
<S>                                                     <C>              <C>              <C>              <C>
  Prime Money Market Fund                                $ 657,480,013*    $         0     $           0    $           0
  Connecticut Muncipal Money Market Fund                   114,535,988*              0                 0                0
  Massachusetts Municipal Money Market Fund                 31,424,613*              0                 0                0
  Limited Term Income Fund                                  63,629,215      (2,033,390)           11,665       (2,045,055)
  Intermediate Government Income Fund                       72,084,440      (4,465,114)                0       (4,465,114)
  Fixed Income Fund                                         96,805,355      (7,377,303)            1,403       (7,378,706)
  Connecticut Intermediate Municipal Income Fund             8,464,034        (558,436)                0         (558,436)
  Massachusetts Intermediate Municipal Income Fund           6,988,164        (504,990)                0         (504,990)
  Growth and Income Equity Fund                            173,435,414       8,510,794        14,232,126       (5,721,332)
  Growth Equity Fund                                        21,118,747       1,172,501         2,269,386       (1,096,885)
  Small Capitalization Equity Fund                         118,593,563       4,423,671        16,753,975      (12,330,304)
  Quantitative Equity Fund                                   3,549,178           7,259            42,358          (35,099)

<CAPTION>
                                                             TOTAL
                                                              NET
  SHAWMUT FUNDS                                            ASSETS**
<S>                                                     <C>
  Prime Money Market Fund                                $ 655,510,496
  Connecticut Muncipal Money Market Fund                   115,016,804
  Massachusetts Municipal Money Market Fund                 31,516,428
  Limited Term Income Fund                                  62,406,423
  Intermediate Government Income Fund                       68,583,343
  Fixed Income Fund                                         90,882,514
  Connecticut Intermediate Municipal Income Fund             8,001,512
  Massachusetts Intermediate Municipal Income Fund           6,567,998
  Growth and Income Equity Fund                            179,071,132
  Growth Equity Fund                                        22,816,344
  Small Capitalization Equity Fund                         121,668,818
  Quantitative Equity Fund                                   3,536,267
</TABLE>

 * At Amortized Cost.

** The categories of investments are shown as a percentage of net assets at
   October 31, 1994.

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

                                                            THE SHAWMUT FUNDS
 Statements of Assets and Liabilities                       October 31, 1994

<TABLE>
<CAPTION>
                                                                                            CONNECTICUT     MASSACHUSETTS
                                                                                             MUNICIPAL        MUNICIPAL
                                                                           PRIME MONEY     MONEY MARKET     MONEY MARKET
                                                                           MARKET FUND         FUND             FUND
<S>                                                                            <C>              <C>              <C>
  ASSETS:
     Investments in securities, at value                                  $ 657,480,013    $ 114,535,988    $  31,424,613
     Cash                                                                        34,920               --               --
     Dividends and interest receivable                                          781,662          695,527          169,024
     Receivable for Fund shares sold                                              2,150               --               --
     Receivable for investments sold                                                 --           24,000               --
     Deferred expenses                                                           79,731            2,619            1,084
                                                                         ---------------  ---------------  ---------------
     Total assets                                                           658,378,476      115,258,134       31,594,721
                                                                         ---------------  ---------------  ---------------
  LIABILITIES:
     Payable for Fund shares redeemed                                                --           11,303            3,677
     Payable for investments purchased                                               --               --               --
     Payable to Adviser                                                              --               --               --
     Payable to Bank                                                                 --            9,768            2,759
     Accrued expenses                                                           367,973          138,653           45,119
     Dividends payable                                                        2,500,007           81,606           26,738
                                                                         ---------------  ---------------  ---------------
     Total liabilities                                                        2,867,980          241,330           78,293
                                                                         ---------------  ---------------  ---------------
  NET ASSETS CONSIST OF:
     Paid-in capital                                                        655,510,496      115,016,804       31,516,428
     Net unrealized appreciation (depreciation) of investments                       --               --               --
     Accumulated net realized gain (loss) on investments                             --               --               --
     Undistributed net investment income                                             --               --               --
                                                                         ---------------  ---------------  ---------------
     Total Net Assets                                                     $ 655,510,496    $ 115,016,804    $  31,516,428
                                                                         ---------------  ---------------  ---------------
  NET ASSETS:
     Trust Shares                                                         $ 499,318,749    $  34,354,016              N/A
     Investment Shares                                                    $ 156,191,747    $  80,662,788    $  31,516,428
                                                                         ---------------  ---------------  ---------------
  NET ASSET VALUE and Redemption Proceeds Per Share:
     Trust Shares                                                                 $1.00            $1.00              N/A
     Investment Shares                                                            $1.00            $1.00            $1.00
                                                                                 ------           ------           ------
  OFFERING PRICE PER SHARE+:
     Trust Shares                                                                 $1.00            $1.00              N/A
     Investment Shares                                                            $1.00            $1.00            $1.00
                                                                                 ------           ------           ------
  SHARES OUTSTANDING:
     Trust Shares                                                           499,318,749       34,354,016              N/A
     Investment Shares                                                      156,191,747       80,662,788       31,516,428
                                                                         ---------------  ---------------  ---------------
  TOTAL SHARES OUTSTANDING                                                  655,510,496      115,016,804       31,516,428
                                                                         ---------------  ---------------  ---------------
                                                                         ---------------  ---------------  ---------------
  INVESTMENTS, AT IDENTIFIED COST                                        $  657,480,013   $  114,535,988   $   31,424,613
                                                                         ---------------  ---------------  ---------------
                                                                         ---------------  ---------------  ---------------

<CAPTION>
                                                                             LIMITED
                                                                              TERM
                                                                             INCOME
                                                                              FUND
<S>                                                                      <C>
  ASSETS:
     Investments in securities, at value                                  $  61,595,825
     Cash                                                                            --
     Dividends and interest receivable                                          742,568
     Receivable for Fund shares sold                                            224,574
     Receivable for investments sold                                                 --
     Deferred expenses                                                           24,453
                                                                         ---------------
     Total assets                                                            62,587,420
                                                                         ---------------
  LIABILITIES:
     Payable for Fund shares redeemed                                           112,000
     Payable for investments purchased                                               --
     Payable to Adviser                                                              --
     Payable to Bank                                                              5,376
     Accrued expenses                                                            63,621
     Dividends payable                                                               --
                                                                         ---------------
     Total liabilities                                                          180,997
                                                                         ---------------
  NET ASSETS CONSIST OF:
     Paid-in capital                                                         66,292,431
     Net unrealized appreciation (depreciation) of investments               (1,987,452)
     Accumulated net realized gain (loss) on investments                     (2,010,716)
     Undistributed net investment income                                        112,160
                                                                         ---------------
     Total Net Assets                                                     $  62,406,423
                                                                         ---------------
  NET ASSETS:
     Trust Shares                                                         $  55,187,170
     Investment Shares                                                    $   7,219,253
                                                                         ---------------
  NET ASSET VALUE and Redemption Proceeds Per Share:
     Trust Shares                                                                 $9.45
     Investment Shares                                                            $9.45
                                                                                 ------
  OFFERING PRICE PER SHARE+:
     Trust Shares                                                                 $9.45
     Investment Shares                                                            $9.64
                                                                                 ------
  SHARES OUTSTANDING:
     Trust Shares                                                             5,838,074
     Investment Shares                                                          763,700
                                                                         ---------------
  TOTAL SHARES OUTSTANDING                                                    6,601,774
                                                                         ---------------
                                                                         ---------------
  INVESTMENTS, AT IDENTIFIED COST                                        $   63,583,277
                                                                         ---------------
                                                                         ---------------
</TABLE>

+ See "What Shares Cost" in the prospectus.

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

<TABLE>
<CAPTION>
 INTERMEDIATE                       CONNECTICUT     MASSACHUSETTS     GROWTH AND                           SMALL
  GOVERNMENT          FIXED        INTERMEDIATE     INTERMEDIATE        INCOME           GROWTH       CAPITALIZATION
    INCOME           INCOME          MUNCIPAL         MUNCIPAL          EQUITY           EQUITY           EQUITY
     FUND             FUND          INCOME FUND      INCOME FUND         FUND             FUND]            FUND
<S>                    <C>              <C>              <C>              <C>              <C>              <C>
 $  67,619,326    $  89,428,052     $ 7,905,598      $ 6,483,174     $ 181,946,208    $  22,291,248    $ 123,017,234
            --               --              --               --             7,696          127,225               --
     1,016,813        1,528,704         121,176          119,738           265,949           20,381           82,828
        29,767          140,941          10,081               --           426,348            5,256           68,904
     2,636,141               --              --               --         2,810,118          868,036           70,965
        24,200           32,237           2,756            1,675            45,869           12,861           32,988
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    71,326,247       91,129,934       8,039,611        6,604,587       185,502,188       23,325,007      123,272,919
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
        40,261          154,372           9,521               --            98,627           56,545          368,735
     2,618,374               --              --               --         6,151,473          414,804        1,112,791
            --               --              --               --                --               --           76,987
         6,014            7,991           6,425            5,004                --               --              342
        78,255           85,057          22,153           31,585           180,956           37,314           45,246
            --               --              --               --                --               --               --
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
     2,742,904          247,420          38,099           36,589         6,431,056          508,663        1,604,101
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    74,448,055       99,123,210       8,723,515        7,108,014       162,378,516       21,205,610      111,012,560
    (4,465,114)      (7,254,823)       (558,436)        (504,990)        9,200,362        1,786,346        4,424,196
    (1,515,799)      (1,147,333)       (180,165)         (42,418)        7,188,162         (195,968)       6,218,972
       116,201          161,460          16,598            7,392           304,092           20,356           13,090
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
 $  68,583,343    $  90,882,514     $ 8,001,512      $ 6,567,998     $ 179,071,132    $  22,816,344    $ 121,668,818
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
 $  57,550,763    $  82,468,341             N/A              N/A     $ 156,827,034    $  16,970,478    $ 101,904,955
 $  11,032,580    $   8,414,173     $ 8,001,512      $ 6,567,998     $  22,244,098    $   5,845,866    $  19,763,863
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
         $9.37            $9.32             N/A              N/A            $11.15           $10.69           $11.07
         $9.37            $9.32           $9.32            $9.31            $11.15           $10.69           $11.06
        ------           ------         -------          -------           -------          -------          -------

         $9.37            $9.32             N/A              N/A            $11.15           $10.69           $11.07
         $9.56            $9.51           $9.51            $9.50            $11.61           $11.14           $11.52
        ------           ------         -------          -------           -------          -------          -------

     6,143,929        8,850,245             N/A              N/A        14,062,271        1,587,369        9,207,012
     1,177,115          903,200         858,269          705,262         1,994,587          546,967        1,787,767
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
     7,321,044        9,753,445         858,269          705,262        16,056,858        2,134,336       10,994,779
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
$   72,084,440   $   96,682,875   $   8,464,034    $   6,988,164    $  172,745,846   $   20,504,902   $  118,593,038
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------

<CAPTION>

QUANTITATIVE
  EQUITY
   FUND
   <C>
$ 3,556,437
         --
      2,821
     14,467
         --
      2,042
- ---------------
  3,575,767
- ---------------
         --
         --
         --
         --
     39,500
         --
- ---------------
     39,500
- ---------------
  3,527,653
      7,259
         --
      1,355
- ---------------
$ 3,536,267
- ---------------
$ 3,160,918
$   375,349
- ---------------
     $10.06
     $10.06
- ----------------
     $10.06
     $10.48
- ----------------
    314,297
     37,301
- ---------------
    351,598
- ---------------
- ---------------
$ 3,549,178
- ---------------
- ---------------
</TABLE>

                                                   THE SHAWMUT FUNDS
 Statements of Operations                          Year Ended October 31, 1994

<TABLE>
<CAPTION>
                                                                                            CONNECTICUT     MASSACHUSETTS
                                                                                             MUNCIPAL         MUNICIPAL
                                                                           PRIME MONEY     MONEY MARKET     MONEY MARKET
                                                                           MARKET FUND         FUND             FUND
<S>                                                                         <C>              <C>              <C>
  INVESTMENT INCOME:
     Interest income                                                      $  20,520,973     $ 1,691,516       $ 682,198
     Dividend income                                                                 --              --              --
                                                                         ---------------  ---------------  ---------------
     Total income                                                            20,520,973       1,691,516         682,198
                                                                         ---------------  ---------------  ---------------
  EXPENSES:
     Investment advisory fees                                                 2,555,606         305,260         136,636
     Trustees' fees                                                               1,894              58             173
     Administrative personnel and services fees                                 545,008          77,039          50,000
     Custodian fees                                                              88,732          12,215          12,000
     Portfolio accounting fees                                                  102,552          54,416          40,086
     Transfer and dividend disbursing agent fees and expenses                   102,715          47,342          22,769
     Fund share registration costs                                              147,537          64,341          23,017
     Auditing fees                                                               19,053          11,126          14,030
     Legal fees                                                                  45,334           5,000           4,714
     Printing and postage                                                        24,984          23,184          17,735
     Insurance premiums                                                           7,881           6,204           5,152
     Distribution services fees                                                 426,103         217,698              --
     Miscellaneous                                                               14,914           3,848             836
                                                                         ---------------  ---------------  ---------------
     Total expenses                                                           4,082,313         827,731         327,148
                                                                         ---------------  ---------------  ---------------
  Deduct--
     Waiver of investment advisory fee and custodian fees                     1,165,008          62,289          33,600
     Waiver of administrative personnel and services fees                       128,868           3,405              --
     Reimbursement of other operating expenses                                  188,682         222,800         149,809
     Waiver of distribution services fees                                       213,051         108,849              --
                                                                         ---------------  ---------------  ---------------
  NET EXPENSES                                                                2,386,704         430,388         143,739
                                                                         ---------------  ---------------  ---------------
  NET INVESTMENT INCOME                                                      18,134,269       1,261,128         538,459
                                                                         ---------------  ---------------  ---------------
  REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized gain (loss) on investments (identified cost basis)                 --              --              --
     Net realized gain (loss) on options (identified cost basis)                     --              --              --
     Net change in unrealized appreciation (depreciation)
       on investments                                                                --              --              --
                                                                         ---------------  ---------------  ---------------
     NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                          --              --              --
                                                                         ---------------  ---------------  ---------------
     CHANGE IN NET ASSETS RESULTING FROM OPERATIONS                       $  18,134,269     $ 1,261,128       $ 538,459
                                                                         ---------------  ---------------  ---------------
                                                                         ---------------  ---------------  ---------------

<CAPTION>
                                                                             LIMITED
                                                                              TERM
                                                                             INCOME
                                                                              FUND
<S>                                                                      <C>
  INVESTMENT INCOME:
     Interest income                                                       $ 4,294,323*
     Dividend income                                                                --
                                                                         ---------------
     Total income                                                            4,294,323
                                                                         ---------------
  EXPENSES:
     Investment advisory fees                                                  546,634
     Trustees' fees                                                              1,349
     Administrative personnel and services fees                                 73,627
     Custodian fees                                                             13,645
     Portfolio accounting fees                                                  64,879
     Transfer and dividend disbursing agent fees and expenses                   65,237
     Fund share registration costs                                              27,738
     Auditing fees                                                              18,013
     Legal fees                                                                  9,980
     Printing and postage                                                       26,041
     Insurance premiums                                                          6,556
     Distribution services fees                                                 31,201
     Miscellaneous                                                               8,239
                                                                         ---------------
     Total expenses                                                            893,139
                                                                         ---------------
  Deduct--
     Waiver of investment advisory fee and custodian fees                      155,654
     Waiver of administrative personnel and services fees                           --
     Reimbursement of other operating expenses                                      --
     Waiver of distribution services fees                                       15,600
                                                                         ---------------
  NET EXPENSES                                                                 721,885
                                                                         ---------------
  NET INVESTMENT INCOME                                                      3,572,438
                                                                         ---------------
  REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized gain (loss) on investments (identified cost basis)        (1,968,004)
     Net realized gain (loss) on options (identified cost basis)                 4,439
     Net change in unrealized appreciation (depreciation)
       on investments                                                       (2,193,724)
                                                                         ---------------
     NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                 (4,157,289)
                                                                         ---------------
     CHANGE IN NET ASSETS RESULTING FROM OPERATIONS                        ($  584,851)
                                                                         ---------------
                                                                         ---------------
</TABLE>

 * Net of interest expense of $101,458.
** For the period from August 4, 1994 (date of initial public investment) to
   October 31, 1994.

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

<TABLE>
<CAPTION>
 INTERMEDIATE                       CONNECTICUT     MASSACHUSETTS     GROWTH AND                           SMALL
  GOVERNMENT          FIXED        INTERMEDIATE     INTERMEDIATE        INCOME           GROWTH       CAPITALIZATION
    INCOME           INCOME          MUNICIPAL        MUNICIPAL         EQUITY           EQUITY           EQUITY
     FUND             FUND          INCOME FUND      INCOME FUND         FUND             FUND             FUND
<S>                  <C>              <C>              <C>              <C>              <C>              <C>
 $   5,034,451*   $   7,054,582*   $     390,937    $     281,014    $     588,124    $      40,525    $     325,478
            --               --              624               --        5,171,312          323,828        1,103,843
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
     5,034,451        7,054,582          391,561          281,014        5,759,436          364,353        1,429,321
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
       615,460          789,707           58,691           40,530        1,720,866          239,796        1,180,502
         1,471              960               84              158            2,172              825              544
        82,788          106,280           50,000           50,000          184,829           50,000          126,698
        15,380           19,744           12,000           12,000           34,400           12,000           23,598
        63,823           63,672           50,796           49,897           63,324           59,617           72,515
        79,247           72,103           33,003           33,580           92,444           69,426           94,993
        27,375           30,417           12,294           12,760           37,989           20,161           27,554
        16,763           18,441           17,221           16,560           16,169           14,013           15,406
        11,545           16,113            2,116            4,921            7,461            3,388            6,317
        25,107           28,283           19,412           17,357           11,493           26,487           26,071
         6,762            5,645               --            5,951            1,138            5,109               --
        68,227           49,392               --               --           96,587           26,500           89,974
         7,211           15,185            1,337              183           10,608            4,837            7,968
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
     1,021,159        1,215,942          256,954          243,897        2,279,480          532,159        1,672,140
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
       175,780          233,458           70,691           52,530          389,293          137,313          326,550
            --               --               --               --               --               --               --
            --               --          145,926          161,962               --           86,267               --
        34,113           24,696               --               --           48,294           13,250           44,987
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
       811,266          957,788           40,337           29,405        1,841,893          295,329        1,300,603
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
     4,223,185        6,096,794          351,224          251,609        3,917,543           69,024          128,718
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    (1,567,146)      (1,388,124)        (180,165)         (42,418)       7,261,816         (165,719)       6,221,566
       (62,226)          46,478               --               --               --               --               --
    (5,747,623)     (10,853,861)        (631,282)        (573,616)       4,439,073          974,203       (4,130,546)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    (7,376,995)     (12,195,507)        (811,447)        (616,034)      11,700,889          808,484        2,091,020
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
 ($  3,153,810)   ($  6,098,713)   ($    460,223)   ($    364,425)   $  15,618,432    $     877,508    $   2,219,738
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------

<CAPTION>
QUANTITATIVE**
   EQUITY
    FUND
    <C>
 $      32,681
         2,638
- ---------------
        35,319
- --------------
         8,318
            --
        17,808
         5,000
        19,337
         8,116
            --
            --
         2,130
         3,296
         4,842
           241
         2,830
- ---------------
        71,918
- ---------------
        13,318
        17,808
        28,064
           125
- ---------------
        12,603
- ---------------
        22,716
- ---------------
            --
            --
         7,259
- --------------
         7,259
- --------------
 $      29,975
- --------------
- --------------
</TABLE>

                                                  THE SHAWMUT FUNDS
 Statements of Changes in Net Assets              Year Ended October 31, 1994

<TABLE>
<CAPTION>
                                                                                                             CONNECTICUT
                                                                                                              MUNICIPAL
                                                                                  PRIME MONEY               MONEY MARKET
                                                                                  MARKET FUND                   FUND
                                                                             1994             1993*             1994
<S>                                                                          <C>               <C>               <C>
  INCREASE (DECREASE) IN NET ASSETS:
  OPERATIONS--
     Net investment income                                              $   18,134,269    $    6,088,864    $   1,261,128
     Net realized gain (loss) on investment transactions                            --                --               --
     Change in net unrealized appreciation (depreciation)
       of investments                                                               --                --               --
                                                                       ----------------  ----------------  ---------------
     Change in net assets resulting from operations                         18,134,269         6,088,864        1,261,128
                                                                       ----------------  ----------------  ---------------
  DISTRIBUTIONS TO SHAREHOLDERS--
     Dividends to shareholders from net investment income:
          Trust Shares                                                     (15,122,816)       (5,990,070)        (392,561)
          Investment Shares                                                 (3,011,453)          (98,794)        (868,567)
     Distributions to shareholders from net realized gain
       on investments:
          Trust Shares                                                              --                --               --
          Investment Shares                                                         --                --               --
                                                                       ----------------  ----------------  ---------------
     Change in net assets from distributions to shareholders               (18,134,269)       (6,088,864)      (1,261,128)
                                                                       ----------------  ----------------  ---------------
  FUND SHARE (PRINCIPAL) TRANSACTIONS--
     Proceeds from sales of shares                                       1,358,180,192       651,556,019      214,871,629
     Net asset value of shares issued to shareholders in payment
       of dividends declared                                                 2,374,749            94,351          846,013
     Cost of shares redeemed                                              (991,654,083)     (365,140,732)    (107,282,901)
                                                                       ----------------  ----------------  ---------------
     Change in net assets from Fund share transactions                     368,900,858       286,509,638      108,434,741
                                                                       ----------------  ----------------  ---------------
     Change in net assets                                                  368,900,858       286,509,638      108,434,741
  NET ASSETS:
     Beginning of period                                                   286,609,638           100,000        6,582,063
                                                                       ----------------  ----------------  ---------------
     End of period                                                      $  655,510,496    $  286,609,638    $ 115,016,804
                                                                       ----------------  ----------------  ---------------
                                                                       ----------------  ----------------  ---------------
  Undistributed net investment income included in net assets
    at end of period                                                    $           --    $           --    $          --
                                                                       ----------------  ----------------  ---------------
                                                                       ----------------  ----------------  ---------------

<CAPTION>
                                                                           1993**
<S>                                                                    <C>
  INCREASE (DECREASE) IN NET ASSETS:
  OPERATIONS--
     Net investment income                                               $     4,674
     Net realized gain (loss) on investment transactions                          --
     Change in net unrealized appreciation (depreciation)
       of investments                                                             --
                                                                       ---------------
     Change in net assets resulting from operations                            4,674
                                                                       ---------------
  DISTRIBUTIONS TO SHAREHOLDERS--
     Dividends to shareholders from net investment income:
          Trust Shares                                                            --
          Investment Shares                                                   (4,674)
     Distributions to shareholders from net realized gain
       on investments:
          Trust Shares                                                            --
          Investment Shares                                                       --
                                                                       ---------------
     Change in net assets from distributions to shareholders                  (4,674)
                                                                       ---------------
  FUND SHARE (PRINCIPAL) TRANSACTIONS--
     Proceeds from sales of shares                                         6,678,827
     Net asset value of shares issued to shareholders in payment
       of dividends declared                                                   3,772
     Cost of shares redeemed                                                (100,536)
                                                                       ---------------
     Change in net assets from Fund share transactions                     6,582,063
                                                                       ---------------
     Change in net assets                                                  6,582,063
  NET ASSETS:
     Beginning of period                                                          --
                                                                       ---------------
     End of period                                                       $ 6,582,063
                                                                       ---------------
                                                                       ---------------
  Undistributed net investment income included in net assets
    at end of period                                                     $        --
                                                                       ---------------
                                                                       ---------------
</TABLE>

   * For the period from December 14, 1992 (date of initial public investment)
     to October 31, 1993. For the period from October 21, 1992 (start of
     business) to December 13, 1992, net investment income aggregating $0.004
     per share ($400) was distributed to Federated Administrative Services.
  ** For the period from October 4, 1993 (date of initial public investment) to
     October 31, 1993.
 *** For the period from October 5, 1993 (date of initial public investment) to
     October 31, 1993.
**** For the period from December 14, 1992 (date of initial public investment)
     to October 31, 1993.

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

<TABLE>
<CAPTION>
    MASSACHUSETTS MUNICIPAL                 LIMITED TERM                INTERMEDIATE GOVERNMENT            FIXED
       MONEY MARKET FUND                    INCOME FUND                       INCOME FUND               INCOME FUND
     1994            1993***           1994           1993****           1994           1993****           1994
<S>                  <C>              <C>              <C>              <C>              <C>              <C>
 $     538,459     $       735     $   3,572,438    $   2,844,797    $   4,223,185    $   3,210,248    $   6,096,794
            --              --        (1,963,565)        (310,753)      (1,629,372)         (54,371)      (1,341,646)
            --              --        (2,193,724)         206,272       (5,747,623)       1,282,509      (10,853,861)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
       538,459             735          (584,851)       2,740,316       (3,153,810)       4,438,386       (6,098,713)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
      (538,459)           (735)       (3,054,920)      (2,785,883)      (3,318,862)      (2,921,736)      (5,236,662)
            --              --          (288,271)         (57,911)        (678,800)        (257,766)        (559,260)
            --              --                --               --               --               --         (436,120)
            --              --                --               --               --               --          (49,491)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
      (538,459)           (735)       (3,343,191)      (2,843,794)      (3,997,662)      (3,179,502)      (6,281,533)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    74,726,599       1,236,303        32,878,138       93,789,581       21,327,554       88,073,925       25,515,479
       282,954             580           172,029           45,663          587,902          219,922          951,432
   (44,730,008)             --       (37,573,157)     (22,874,311)     (22,391,852)     (13,341,520)     (25,238,719)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    30,279,545       1,236,883        (4,522,990)      70,960,933         (476,396)      74,952,327        1,228,192
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    30,279,545       1,236,883        (8,451,032)      70,857,455       (7,627,868)      76,211,211      (11,152,054)
     1,236,883              --        70,857,455               --       76,211,211               --      102,034,568
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
 $  31,516,428     $ 1,236,883     $  62,406,423    $  70,857,455    $  68,583,343    $  76,211,211    $  90,882,514
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
 $          --     $        --     $     112,160    $       1,003    $     116,201    $      30,746    $     161,460
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------

<CAPTION>
  1993****
    <C>
$   4,568,605
      483,546
    3,599,038
- ---------------
    8,651,189
- ---------------
   (4,330,490)
     (185,345)
           --
           --
- ---------------
    (4,515,835)
- ---------------
   113,243,761
       150,258
   (15,494,805)
- ---------------
    97,899,214
- --------------
   102,034,568
            --
- ---------------
 $ 102,034,568
- ---------------
- ---------------
 $      52,770
- ---------------
- ---------------
</TABLE>

                                                             THE SHAWMUT FUNDS
 Statements of Changes in Net Assets--Continued      Year Ended October 31, 1994

<TABLE>
<CAPTION>
                                                                                                            MASSACHUSETTS
                                                                             CONNECTICUT INTERMEDIATE       INTERMEDIATE
                                                                                    MUNICIPAL                 MUNICIPAL
                                                                                   INCOME FUND               INCOME FUND
                                                                              1994             1993*            1994
<S>                                                                            <C>              <C>              <C>
  INCREASE (DECREASE) IN NET ASSETS:
  OPERATIONS--
     Net investment income                                                 $   351,224      $    59,881      $   251,609
     Net realized gain (loss) on investment transactions                      (180,165)           6,714          (42,418)
     Change in net unrealized appreciation (depreciation)
       of investments                                                         (631,282)          72,846         (573,616)
                                                                         ---------------  ---------------  ---------------
     Change in net assets resulting from operations                           (460,223)         139,441         (364,425)
                                                                         ---------------  ---------------  ---------------
  DISTRIBUTIONS TO SHAREHOLDERS FROM--
     Dividends to shareholders from net investment income:
          Trust Shares                                                              --               --               --
          Investment Shares                                                   (336,798)         (59,455)        (248,443)
     Distributions to shareholders from net realized gain
       on investments:
          Trust Shares                                                              --               --               --
          Investment Shares                                                     (6,714)              --               --
                                                                         ---------------  ---------------  ---------------
     Change in net assets from distributions to shareholders                  (343,512)         (59,455)        (248,443)
                                                                         ---------------  ---------------  ---------------
  FUND SHARE (PRINCIPAL) TRANSACTIONS--
     Proceeds from sales of shares                                           4,718,416        7,254,696        4,291,184
     Net asset value of shares issued to shareholders in payment
       of dividends declared                                                   205,330           28,457          138,571
     Cost of shares redeemed                                                (3,406,343)         (75,295)      (1,258,310)
                                                                         ---------------  ---------------  ---------------
     Change in net assets from Fund share transactions                       1,517,403        7,207,858        3,171,445
                                                                         ---------------  ---------------  ---------------
     Change in net assets                                                      713,668        7,287,844        2,558,577
  NET ASSETS:
     Beginning of period                                                     7,287,844               --        4,009,421
                                                                         ---------------  ---------------  ---------------
     End of period                                                         $ 8,001,512      $ 7,287,844      $ 6,567,998
                                                                         ---------------  ---------------  ---------------
                                                                         ---------------  ---------------  ---------------
  Undistributed net investment income included in net assets
     at end of period                                                      $    16,598      $       426      $     7,392
                                                                         ---------------  ---------------  ---------------
                                                                         ---------------  ---------------  ---------------

<CAPTION>
                                                                              1993*
<S>                                                                      <C>
  INCREASE (DECREASE) IN NET ASSETS:
  OPERATIONS--
     Net investment income                                                 $    38,103
     Net realized gain (loss) on investment transactions                            --
     Change in net unrealized appreciation (depreciation)
       of investments                                                           68,626
                                                                         ---------------
     Change in net assets resulting from operations                            106,729
                                                                         ---------------
  DISTRIBUTIONS TO SHAREHOLDERS FROM--
     Dividends to shareholders from net investment income:
          Trust Shares                                                              --
          Investment Shares                                                    (35,666)
     Distributions to shareholders from net realized gain
       on investments:
          Trust Shares                                                              --
          Investment Shares                                                         --
                                                                         ---------------
     Change in net assets from distributions to shareholders                   (35,666)
                                                                         ---------------
  FUND SHARE (PRINCIPAL) TRANSACTIONS--
     Proceeds from sales of shares                                           3,946,103
     Net asset value of shares issued to shareholders in payment
       of dividends declared                                                    18,392
     Cost of shares redeemed                                                   (26,137)
                                                                         ---------------
     Change in net assets from Fund share transactions                       3,938,358
                                                                         ---------------
     Change in net assets                                                    4,009,421
  NET ASSETS:
     Beginning of period                                                            --
                                                                         ---------------
     End of period                                                         $ 4,009,421
                                                                         ---------------
                                                                         ---------------
  Undistributed net investment income included in net assets
     at end of period                                                      $     2,437
                                                                         ---------------
                                                                         ---------------
</TABLE>

  * For the period from June 17, 1993 (date of initial public investment) to
    October 31, 1993.
 ** For the period from December 14, 1992 (date of initial public investment) to
    October 31, 1993.
*** For the period from August 4, 1994 (date of initial public investment) to
    October 31, 1994.

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

<TABLE>
<CAPTION>
                                                                                                       QUANTATITIVE
       GROWTH AND INCOME                   GROWTH EQUITY                  SMALL CAPITALIZATION            EQUITY
          EQUITY FUND                           FUND                          EQUITY FUND                  FUND
     1994            1993**            1994            1993**            1994            1993**           1994***
<S>                  <C>              <C>              <C>              <C>              <C>              <C>
 $   3,917,543    $   2,496,184    $      69,024    $      51,244    $     128,718    $       7,644     $    22,716
     7,261,816        4,324,678         (165,719)         448,318        6,221,566        3,369,998              --
     4,439,073        4,761,289          974,203          812,143       (4,130,546)       8,554,742           7,259
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    15,618,432       11,582,151          877,508        1,311,705        2,219,738       11,932,384          29,975
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    (3,281,259)      (2,334,825)         (58,158)         (43,156)        (119,464)          (7,644)        (20,748)
      (357,326)        (140,395)          (1,090)          (1,522)             (33)              --          (1,294)
    (3,938,454)              --         (384,883)              --       (2,899,114)          (7,435)             --
      (459,878)              --          (93,684)              --         (466,043)              --              --
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    (8,036,917)      (2,475,220)        (537,815)         (44,678)      (3,484,654)         (15,079)        (22,042)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    45,022,703      173,784,764        4,449,448       40,120,471       22,848,417      109,180,277       3,577,118
     4,732,196          134,568          478,579            1,520        3,361,444               --           2,580
   (41,634,892)     (19,656,653)      (7,869,468)     (15,970,926)     (18,672,111)      (5,701,598)        (51,364)
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
     8,120,007      154,262,679       (2,941,441)      24,151,065        7,537,750      103,478,679       3,528,334
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
    15,701,522      163,369,610       (2,601,748)      25,418,092        6,272,834      115,395,984       3,536,267
   163,369,610               --       25,418,092               --      115,395,984               --              --
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
 $ 179,071,132    $ 163,369,610    $  22,816,344    $  25,418,092    $ 121,668,818    $ 115,395,984     $ 3,536,267
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
 $     304,092    $      20,964    $      20,356    $       6,566    $      13,090    $          --     $     1,355
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
- ---------------  ---------------  ---------------  ---------------  ---------------  ---------------  ---------------
</TABLE>

 Financial Highlights

<TABLE>
<CAPTION>
                                      NET REALIZED                 DIVIDENDS
                                           AND                        TO         DISTRIBUTIONS TO
   YEAR      NET ASSET                 UNREALIZED                 SHAREHOLDERS   SHAREHOLDERS FROM
  ENDED       VALUE,         NET       GAIN/(LOSS)   TOTAL FROM    FROM NET      NET REALIZED GAIN
 OCTOBER     BEGINNING   INVESTMENT        ON        INVESTMENT   INVESTMENT       ON INVESTMENT         TOTAL
   31,       OF PERIOD     INCOME      INVESTMENTS   OPERATIONS     INCOME         TRANSACTIONS       DISTRIBUTIONS
<S>            <C>          <C>          <C>            <C>          <C>            <C>                  <C>
INVESTMENT SHARES
PRIME MONEY MARKET
1993*        $    1.00    $    0.02   $   --         $   --       $   (0.02)     $    --            $   (0.02)
1994              1.00         0.03       --             --           (0.03)          --                (0.03)
CONNECTICUT MUNICIPAL MONEY MARKET
1993**            1.00         0.001       --            --           (0.001)         --                (0.001)
1994              1.00         0.02        --            --           (0.02)          --                 (0.02)
MASSACHUSETTS MUNICIPAL MONEY MARKET++
1993***           1.00         0.001       --            --           (0.001)         --                (0.001)
1994              1.00         0.02       --             --           (0.02)          --                 (0.02)
LIMITED TERM INCOME
1993*            10.09         0.34        (0.09)         0.25        (0.34)          --                 (0.34)
1994             10.00         0.49        (0.58)        (0.09)       (0.46)          --                 (0.46)
INTERMEDIATE GOVERNMENT INCOME
1993*            10.18         0.37         0.08          0.45        (0.37)          --                 (0.37)
1994             10.26         0.52        (0.92)        (0.40)       (0.49)          --                 (0.49)
FIXED INCOME
1993*            10.23         0.40         0.31          0.71        (0.39)          --                 (0.39)
1994             10.55         0.59        (1.21)        (0.62)       (0.56)          (0.05)             (0.61)
CONNECTICUT INTERMEDIATE MUNICIPAL INCOME++
1993****         10.00         0.13         0.24          0.37        (0.13)          --                (0.13)
1994             10.24         0.42        (0.93)        (0.51)       (0.40)          (0.01)            (0.41)
MASSACHUSETTS INTERMEDIATE MUNICIPAL INCOME++
1993****         10.00         0.14         0.29          0.43        (0.13)          --                (0.13)
1994             10.30         0.42        (0.99)        (0.57)       (0.42)          --                (0.42)
GROWTH AND INCOME EQUITY
1993*            10.23         0.15         0.48          0.63        (0.17)          --                (0.17)
1994             10.69         0.22         0.72          0.94        (0.20)           (0.28)           (0.48)
GROWTH EQUITY
1993*            10.01         0.004        0.480         0.484       (0.004)         --                (0.004)
1994             10.49         0.010        0.390         0.400       (0.002)         (0.196)           (0.198)
SMALL CAPITALIZATION EQUITY
1993*            10.52       (0.008)        0.698         0.690        0.000          --                 0.000
1994             11.21        (0.01)        0.18          0.17         0.00           (0.32)            (0.32)
QUANTITATIVE EQUITY
1994*****        10.03         0.07         0.03          0.10        (0.07)          --                (0.07)
</TABLE>

    * For the period from February 12, 1993 (date of initial public offering) to
October 31, 1993.
   ** For the period from October 4, 1993 (date of initial public investment) to
October 31, 1993.
  *** For the period from October 5, 1993 (date of initial public investment) to
October 31, 1993.
 **** For the period from June 17, 1993 (date of initial public investment) to
October 31, 1993.
***** For the period from August 4, 1994 (date of initial public investment) to
October 31, 1994.
  + Based on net asset value which does not reflect the sales load or contingent
deferred sales charge, if applicable.
 ++ Massachusetts Municipal Money Market Fund, Connecticut Intermediate 
   Municipal
 Income Fund and Massachusetts Intermediate Municipal Income Fund sell their
 shares without class designation.
  (a) Computed on an annualized basis.
  (b) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.

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

<TABLE>
<CAPTION>
                                                                           NET ASSETS,
                                                                               END
 NET ASSET                                  NET                             OF PERIOD     PORTFOLIO
VALUE, END      TOTAL                   INVESTMENT      EXPENSE WAIVER/        (000       TURNOVER
 OF PERIOD     RETURN+     EXPENSES       INCOME       REIMBURSEMENT (B)     OMITTED)       RATE
    <C>          <C>          <C>          <C>            <C>                  <C>           <C>
 $    1.00       1.73%        0.85%(a)     2.36%(a)           0.37%(a)    $   28,758          --
      1.00       3.28%        0.68%        3.33%              0.54%          156,192          --

      1.00       0.14%        0.36%(a)     2.12%(a)           5.46%(a)         6,582          --
      1.00       1.83%        0.78%        1.99%              0.72%           80,663          --

      1.00       0.12%        0.11%(a)     2.75%(a)          35.31%(a)         1,237          --
      1.00       1.99%        0.53%        2.00%              0.68%           31,516          --

     10.00       2.57%        1.13%(a)     5.07%(a)           0.48%(a)         3,859          53%
      9.45      (0.96%)       1.28%        5.01%              0.48%            7,219         144%

     10.26       4.45%        1.15%(a)     5.41%(a)           0.50%(a)        13,812          30%
      9.37      (3.99%)       1.26%        5.29%              0.48%           11,032          84%

     10.55       7.02%        1.12%(a)     5.61%(a)           0.48%(a)         9,550          33%
      9.32      (6.08%)       1.19%        5.95%              0.49%            8,414          73%

     10.24       3.75%        0.50%(a)     3.80%(a)           2.33%(a)         7,288           8%
      9.32      (5.17%)       0.48%        4.23%              2.61%            8,002           59%

     10.30       4.35%        0.50%(a)     4.07%(a)           3.57%(a)         4,009            0%
      9.31      (5.71%)       0.51%        4.35%              3.70%            6,568           41%

     10.69        6.20%       1.25%(a)     1.77%(a)           0.53%(a)        16,280           38%
     11.15        9.12%       1.29%        2.06%              0.45%           22,244           73%

     10.49        4.84%       1.37%(a)    (0.10%)(a)          0.72%(a)         4,631           71%
     10.69        3.86%       1.43%        0.09%              1.18%            5,846           73%

     11.21        6.56%       1.33%(a)    (0.19%)(a)          0.54%(a)        15,014           29%
     11.06        1.64%       1.31%       (0.10%)             0.53%           19,764           29%

     10.06        0.94%       1.75%(a)     2.50%(a)           7.37%(a)           375            0%
</TABLE>

 Financial Highlights

<TABLE>
<CAPTION>
                                      NET REALIZED                 DIVIDENDS
                                           AND                        TO         DISTRIBUTIONS TO
   YEAR      NET ASSET                 UNREALIZED                 SHAREHOLDERS   SHAREHOLDERS FROM
  ENDED       VALUE,         NET       GAIN/(LOSS)   TOTAL FROM    FROM NET      NET REALIZED GAIN
 OCTOBER     BEGINNING   INVESTMENT        ON        INVESTMENT   INVESTMENT       ON INVESTMENT         TOTAL
   31,       OF PERIOD     INCOME      INVESTMENTS   OPERATIONS     INCOME         TRANSACTIONS       DISTRIBUTIONS
<S>             <C>          <C>          <C>            <C>          <C>             <C>                 <C>
TRUST SHARES
PRIME MONEY MARKET++
1993*        $    1.00    $    0.02   $   --         $   --       $   (0.02)      $    --            $   (0.02)
1994              1.00         0.03       --             --           (0.03)           --                (0.03)
CONNECTICUT MUNICIPAL MONEY MARKET
1994**            1.00         0.02        --            --           (0.02)           --                (0.02)
MASSACHUSETTS MUNICIPAL MONEY MARKET+++
1993***           1.00         0.001       --            --           (0.001)          --                (0.001)
1994              1.00         0.02        --            --           (0.02)           --                 (0.02)
LIMITED TERM INCOME
1993*            10.00         0.49        --             0.49        (0.49)           --                 (0.49)
1994             10.00         0.52        (0.59)        (0.07)       (0.48)           --                 (0.48)
INTERMEDIATE GOVERNMENT INCOME
1993*            10.00         0.52         0.26          0.78        (0.52)           --                 (0.52)
1994             10.26         0.54        (0.92)        (0.38)       (0.51)           --                 (0.51)
FIXED INCOME
1993*            10.00         0.55         0.55          1.10        (0.55)           --                 (0.55)
1994             10.55         0.62        (1.22)        (0.60)       (0.58)          (0.05)              (0.63)
CONNECTICUT INTERMEDIATE MUNICIPAL INCOME+++
1993****         10.00         0.13         0.24          0.37        (0.13)           --                 (0.13)
1994             10.24         0.42        (0.93)        (0.51)       (0.40)          (0.01)              (0.41)
MASSACHUSETTS INTERMEDIATE MUNICIPAL INCOME+++
1993****         10.00         0.14         0.29          0.43        (0.13)           --                 (0.13)
1994             10.30         0.42        (0.99)        (0.57)       (0.42)           --                 (0.42)
GROWTH AND INCOME EQUITY
1993*            10.00         0.18         0.69          0.87        (0.18)           --                 (0.18)
1994             10.69         0.25         0.72          0.97        (0.23)          (0.28)              (0.51)
GROWTH EQUITY
1993*            10.00        0.023        0.487         0.510       (0.019)           --                (0.019)
1994             10.49        0.037        0.390         0.427       (0.032)         (0.196)             (0.228)
SMALL CAPITALIZATION EQUITY
1993*            10.00        0.002        1.210         1.212       (0.002)           --               (0.002)
1994             11.21         0.02         0.17          0.19        (0.01)          (0.32)             (0.33)
QUANTITATIVE EQUITY
1994*****        10.03         0.07         0.03          0.10        (0.07)           --                (0.07)
</TABLE>

    * For the period from December 14, 1992 (date of initial public investment)
      to October 31, 1993.
   ** For the period from December 16, 1993 (date of initial public investment)
      to October 31, 1994.
  *** For the period from October 5, 1993 (date of initial public investment) to
      October 31, 1993.
 **** For the period from June 17, 1993 (date of initial public investment) to
      October 31, 1993.
***** For the period from August 4, 1994 (date of initial public investment) to
      October 31, 1994.
  + Based on net asset value which does not reflect the sales load or contingent
    deferred sales charge, if applicable.
 ++ For the period from October 21, 1992 (start of business) to 
    December 13, 1992 ,
 net investment income aggregating $0.004 per share ($400) was distributed to
 Federated Administrative Services.
 +++ Massachusetts Municipal Money Market Fund, Connecticut Intermediate 
     Municipal
 Income Fund and Massachusetts Intermediate Municipal Income Fund sell their
 shares without class designation.
  (a) Computed on an annualized basis.
  (b) This voluntary expense decrease is reflected in both the expense and net
      investment income ratios shown above.

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

<TABLE>
<CAPTION>
                                                                           NET ASSETS,
                                                                               END
 NET ASSET                                  NET                             OF PERIOD     PORTFOLIO
VALUE, END      TOTAL                   INVESTMENT      EXPENSE WAIVER/        (000       TURNOVER
 OF PERIOD     RETURN+     EXPENSES       INCOME       REIMBURSEMENT (B)     OMITTED)       RATE
    <C>          <C>          <C>          <C>            <C>                  <C>           <C>
 $    1.00       2.41%       0.58%(a)      2.71%(a)          0.12%(a)      $  257,851         --
      1.00       3.54%       0.43%         3.58%             0.29%            499,319         --

      1.00       2.08%       0.53%(a)      2.24%(a)          0.47%(a)          34,354         --

      1.00       0.12%       0.11%(a)      2.75%(a)         35.31%(a)           1,237         --
      1.00       1.99%       0.53%         2.00%             0.68%             31,516         --

     10.00       5.02%      0.88%(a)       5.54%(a)          0.23%(a)          66,998           53%
      9.45      (0.69%)     1.03%          5.26%             0.23%             55,187          144%

     10.26       7.97%      0.88%(a)       5.83%(a)          0.26%(a)          62,399           30%
      9.37      (3.75%)     1.01%          5.54%             0.23%             57,551           84%

     10.55      11.26%      0.85%(a)       6.06%(a)          0.22%(a)          92,485           33%
      9.32      (5.85%)     0.94%          6.20%             0.24%             82,468           73%

     10.24       3.75%      0.50%(a)       3.80%(a)          2.33%(a)           7,288            8%
      9.32      (5.17%)     0.48%          4.23%             2.61%              8,002           59%

     10.30       4.35%      0.50%(a)       4.07%(a)          3.57%(a)           4,009            0%
      9.31      (5.71%)     0.51%          4.35%             3.70%              6,568           41%

     10.69       8.80%      0.98%(a)       2.11%(a)          0.27%(a)         147,090           38%
     11.15       9.45%      1.04%          2.31%             0.20%            156,827           73%

     10.49       5.09%      1.06%(a)       0.26%(a)          0.47%(a)          20,787           71%
     10.69       4.16%      1.18%          0.34%             0.93%             16,970           73%

     11.21      12.12%      1.01%(a)       0.02%(a)          0.28%(a)         100,382           29%
     11.07       1.86%      1.06%          0.15%             0.28%            101,905           29%

     10.06       0.94%      1.50%(a)       2.75%(a)          7.12%(a)           3,161            0%
</TABLE>

                                                     THE SHAWMUT FUNDS
 NOTES TO FINANCIAL STATEMENTS                       October 31, 1994

 (1) ORGANIZATION

  The Shawmut Funds (the "Trust") is registered under the Investment Company Act
  of 1940, as amended (the "Act"), as an open-end management investment company.
  The Trust consists of eight diversified portfolios and four non-diversified
  portfolios (individually referred to as the "Fund", or collectively as the
  "Funds") at October 31, 1994, as follows:

  Shawmut Prime Money Market Fund ("Prime Money Market Fund")

  Shawmut Connecticut Municipal Money Market Fund ("Connecticut Municipal Money
  Market Fund")*

  Shawmut Massachusetts Municipal Money Market Fund ("Massachusetts Municipal
  Money Market Fund")*

  Shawmut Limited Term Income Fund ("Limited Term Income Fund")

  Shawmut Intermediate Government Income Fund ("Intermediate Government Income
  Fund")

  Shawmut Fixed Income Fund ("Fixed Income Fund")

  Shawmut Connecticut Intermediate Municipal Income Fund ("Connecticut
  Intermediate Municipal Income Fund")*

  Shawmut Massachusetts Intermediate Municipal Income Fund ("Massachusetts
  Intermediate Municipal Income Fund")*

  Shawmut Growth and Income Equity Fund ("Growth and Income Equity Fund")

  Shawmut Growth Equity Fund ("Growth Equity Fund")

  Shawmut Small Capitalization Equity Fund ("Small Capitalization Equity Fund")

  Shawmut Quantitative Equity Fund ("Quantitative Equity Fund")
  -----------
  *non-diversified portfolios

  All Funds except Massachusetts Municipal Money Market Fund, Connecticut
  Intermediate Municipal Income Fund, and Massachusetts Intermediate Municipal
  Income Fund, provide two classes of shares: Investment Shares and Trust
  Shares. Shares of the Massachusetts Municipal Money Market Fund, Connecticut
  Intermediate Municipal Income Fund, and Massachusetts Intermediate Municipal
  Income Fund are offered without class designation, the funds are presented as
  Investment Shares for financial statement purposes. The assets of each Fund
  are segregated and a shareholder's interest is limited to the Fund in which
  shares are held.

  (2) SIGNIFICANT ACCOUNTING POLICIES

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

  A.  INVESTMENT VALUATIONS--Listed equity securities, corporate bonds (and
      other fixed income and asset backed securities) are valued at the last
      sale price reported on national securities exchanges. Unlisted securities
      and short-term securities are generally valued at the price provided by an
      independent pricing service. U.S. government securities are generally
      valued at the bid prices as furnished by an independent pricing service.
      Municipal bonds are valued by an independent pricing service, taking into
      consideration yield, liquidity, risk, credit, quality, coupon, maturity,
      type of issue, and any other factors or market data it deems relevant in
      determining valuations for normal institutional-size trading units of debt
      securities. The independent pricing service does not rely exclusively on
      quoted prices. Short-term securities with remaining maturities of sixty
      days or less may be valued at amortized cost, which approximates fair
      market value. Investments in other regulated investment companies are
      valued at net asset value. The money market funds' use of the amortized
      cost method to value their portfolio securities is in accordance with Rule
      2a-7 under the Act.

  B.  REPURCHASE AGREEMENTS--It is the policy of the Funds 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. Additionally, procedures have been
      established by the Funds to monitor, on a daily basis, the market value of
      each repurchase agreement's underlying collateral to ensure the value of
      collateral at least equals the principal amount of the repurchase
      agreement, including accrued interest.

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

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

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

      At October 31, 1994, The Shawmut Funds, for federal tax purposes, had
      capital loss carry forwards, which will reduce the Fund's taxable income
      arising from future net realized gain on investments, if any, to the
      extent permitted by the code, and thus will reduce the amount of
      distributions to shareholders which would otherwise be necessary to
      relieve the Funds of any liability for federal tax.

<TABLE>
<CAPTION>
                                                                                                 1994           1993
                                                                                                 Carry          Carry
                                                                                               Forwards       Forwards
                                                                                             to Expire in   to Expire in
                                                                                                 2002           2001
<S>                                                                                          <C>                <C>
  Limited Term Income Fund                                                                    $ 1,797,977     $ 166,802
  Intermediate Government Income Fund                                                           1,515,800            --
  Fixed Income Fund                                                                             1,024,854            --
  Connecticut Intermediate Municipal Income Fund                                                  180,165            --
  Massachusetts Intermediate Municipal Income Fund                                                 42,418            --
</TABLE>

  E.  WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Funds may engage in
      when-issued or delayed delivery transactions. The Funds record when-issued
      securities on the trade date and 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.

  F.  DEFERRED EXPENSES--The costs incurred by each Fund with respect to
      registration of their shares in its first fiscal year, excluding the
      initial expense of registering its shares, have been deferred and are
      being amortized using the straight-line method not to exceed a period of
      five years from each Fund's commencement date.

  G.  DOLLAR ROLL TRANSACTIONS--The Fixed Income Fund, Intermediate Government
      Income Fund, and Limited Term Income Fund enter into dollar roll
      transactions, with respect to mortgage securities issued by GNMA, FNMA and
      FHLMC, in which the Funds loan mortgage securities to financial
      institutions and simultaneously agree to accept substantially similar
      (same type, coupon and maturity) securities at a later date at an agreed
      upon price. Dollar roll transactions are short-term financing arrangements
      which will not exceed twelve months. These Funds will use the proceeds
      generated from the transactions to invest in short-term investments which
      may enhance the Funds' current yield and total return.

  H.  OPTIONS CONTRACTS--Fixed Income Fund, Intermediate Government Income Fund
      and Limited Term Income Fund may write or purchase option contracts. A
      written option obligates the Funds to deliver (a call), or to receive (a
      put), the contract amount upon exercise by the holder of the option. The
      value of the option contract written is recorded as a 
      liability and unrealized
      gain or loss is measured by the difference between the 
      current value and the premium received.

      Written option transactions during the period are summarized as follows:

<TABLE>
<CAPTION>
                                                       Proceeds*     10/31/93       Opened       Exercised      Closed
<S>                                                       <C>          <C>            <C>          <C>            <C>
  Fixed Income Fund                                    $ 129,396             0           280             0           190
  Intermediate Government Income Fund                     47,218             0           110             0           110
  Limited Term Income Fund                                53,802             0           100             0           100

<CAPTION>
                                                         Expired       10/31/94
<S>                                                        <C>            <C>
  Fixed Income Fund                                            90              0
  Intermediate Government Income Fund                           0              0
  Limited Term Income Fund                                      0              0
</TABLE>

       *Represents premium received less commissions paid.

  I.  RECLASSIFICATION OF CAPITAL ACCOUNTS

      During the fiscal year ended October 31, 1994, The Shawmut Funds adopted
      Statement of Position 93-2, Determination, Disclosure and Financial
      Statement Presentation of Income, Capital Gain and Return of Capital
      Distributions by Investment Companies. Permanent book and tax differences,
      which resulted from non-deductible organizational expenses, have been
      reclassified from undistributed net investment income to paid-in capital
      in accordance with SOP 93-2. In addition, permanent book and tax
      differences resulting from the treatment of paydowns on mortgage-backed
      securities have been reclassified from accumulated net realized gain
      (loss) on investments to undistributed net investment income.
      Undistributed net investment income and accumulated net realized gain
      (loss) on investments have been adjusted to reflect the tax nature of
      distributions. Adjustments to paid-in capital have been made to reflect a
      prior year tax return of capital which resulted from distributions in
      excess of the aggregate amount of taxable income. Net investment income,
      net realized gain (loss) on investments and net assets were not affected
      by these changes. These reclassifications have been made in accordance
      with SOP 93-2 as follows:

<TABLE>
<CAPTION>
                                                                           Prior
                                                                           year
                                                                         Return of                          Organizational
                                                                          Capital   Distributions Paydowns    Expenses
<S>                                                                          <C>        <C>          <C>        <C>
  Limited Term Income Fund                                               $ 141,666   $      --   $ 263,602    $   3,846
  Intermediate Government Income Fund                                       23,625      91,351     259,295        4,252
  Fixed Income Fund                                                             --     122,993     319,371        4,196
  Connecticut Intermediate Municipal Income Fund                                --          --          --        1,746
  Massachusetts Intermediate Municipal Income Fund                              --          --          --        1,789
  Growth and Income Equity Fund                                                 --          --          --        4,170
  Growth Equity Fund                                                            --          --          --        4,014
  Small Capitalization Equity Fund                                              --       7,435          --        3,869
  Quantitative Equity Fund                                                      --          --          --          681
</TABLE>

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

  (3) SHARES OF BENEFICIAL INTEREST

  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 Fund shares were as follows:

<TABLE>
<CAPTION>
                                                                     For the period ended October 31:
                                                                                  Connecticut              Massachusetts
                                                                                   Municipal                 Municipal
                                                      Prime Money                 Money Market             Money Market
                                                      Market Fund                     Fund                     Fund
                                                  1994           1993*          1994        1993**       1994       1993***
<S>                                                <C>            <C>            <C>           <C>         <C>          <C>
  TRUST SHARES
  Shares sold                                 1,096,945,801    615,788,528    73,243,617         150           --          --
  Shares issued to shareholders in payment
     of dividends declared                                3              2            18          --           --          --
  Shares redeemed                              (855,478,380)  (358,037,205)  (38,889,769)         --           --          --
                                              -------------  -------------  ------------  ----------  -----------  ----------
                                                241,467,424    257,751,325    34,353,866         150           --          --
                                              -------------  -------------  ------------  ----------  -----------  ----------
  INVESTMENT SHARES
  Shares sold                                   261,234,391     35,767,491   141,628,012   6,678,677   74,726,599   1,236,303
  Shares issued to shareholders in payment
     of dividends declared                        2,374,746         94,349       845,995       3,772      282,954         580
  Shares redeemed                              (136,175,703)    (7,103,527)  (68,393,132)   (100,536) (44,730,008)         --
                                              -------------  -------------  ------------  ----------  -----------  ----------
                                                127,433,434     28,758,313    74,080,875   6,581,913   30,279,545   1,236,883
                                              -------------  -------------  ------------  ----------  -----------  ----------
  Net change resulting from Fund share
     transactions                               368,900,858    286,509,638   108,434,741   6,582,063   30,279,545   1,236,883
                                              -------------  -------------  ------------  ----------  -----------  ----------
                                              -------------  -------------  ------------  ----------  -----------  ----------
</TABLE>

    *Reflects operations for the period from December 14, 1992 (date of initial
  public investment) to October 31, 1993.
   **For the period from October 4, 1993 (date of initial public investment) to
  October 31, 1993.
  ***For the period from October 5, 1993 (date of initial public investment) to
  October 31, 1993.

<TABLE>
<CAPTION>
                                                                   For the year ended October 31, 1994:
                                                    Limited Term          Intermediate Government
                                                     Income Fund                Income Fund             Fixed Income Fund
                                                Shares       Amount        Shares       Amount        Shares       Amount
<S>                                               <C>         <C>            <C>         <C>            <C>         <C>
  TRUST SHARES
  Shares sold                                  2,767,724  $  27,063,722   1,773,695  $  17,669,269   2,241,082  $  22,256,955
  Shares issued to shareholders in payment
     of dividends declared                            --             --          --             --      42,297        436,081
  Shares redeemed                             (3,627,778)   (35,273,732) (1,713,155)   (16,642,730) (2,198,827)   (21,589,033)
                                              ----------  -------------  ----------  -------------  ----------  -------------
                                                (860,054)    (8,210,010)     60,540      1,026,539      84,552      1,104,003
                                              ----------  -------------  ----------  -------------  ----------  -------------
  INVESTMENT SHARES
  Shares sold                                    598,969      5,814,416     362,801      3,658,285     320,868      3,258,524
  Shares issued to shareholders in payment
     of dividends declared                        17,756        172,029      60,087        587,902      52,197        515,351
  Shares redeemed                               (238,838)    (2,299,425)   (592,453)    (5,749,122)   (375,060)    (3,649,686)
                                              ----------  -------------  ----------  -------------  ----------  -------------
                                                 377,887      3,687,020    (169,565)    (1,502,935)     (1,995)       124,189
                                              ----------  -------------  ----------  -------------  ----------  -------------
  Net change resulting from Fund share
     transactions                               (482,167)   ($4,522,990)   (109,025)     ($476,396)     82,557  $   1,228,192
                                              ----------  -------------  ----------  -------------  ----------  -------------
                                              ----------  -------------  ----------  -------------  ----------  -------------


</TABLE>
<TABLE>
<CAPTION>
                                                                  For the period ended October 31, 1993:
                                                   Limited Term          Intermediate Government
                                                   Income Fund*               Income Fund*             Fixed Income Fund*
                                               Shares       Amount        Shares       Amount        Shares        Amount
<S>                                             <C>         <C>            <C>         <C>            <C>          <C>
  TRUST SHARES
  Shares sold                                 8,951,067  $  89,744,129   7,286,148  $  73,447,437   10,214,367  $ 103,565,799
  Shares issued to shareholders in payment
     of dividends declared                           --             --          --             --           --             --
  Shares redeemed                            (2,252,939)   (22,657,941) (1,202,759)   (12,271,381)  (1,448,674)   (15,079,076)
                                             ----------  -------------  ----------  -------------  -----------  -------------
                                              6,698,128     67,086,188   6,083,389     61,176,056    8,765,693     88,486,723
                                             ----------  -------------  ----------  -------------  -----------  -------------
  INVESTMENT SHARES
  Shares sold                                   402,814      4,045,452   1,429,918     14,626,488      930,761      9,677,962
  Shares issued to shareholders in payment
     of dividends declared                        4,558         45,663      21,484        219,918       14,366        150,258
  Shares redeemed                               (21,559)      (216,370)   (104,722)    (1,070,135)     (39,932)      (415,729)
                                             ----------  -------------  ----------  -------------  -----------  -------------
                                                385,813      3,874,745   1,346,680     13,776,271      905,195      9,412,491
                                             ----------  -------------  ----------  -------------  -----------  -------------
  Net change resulting from Fund share
     transactions                             7,083,941  $  70,960,933   7,430,069  $  74,952,327    9,670,888  $  97,899,214
                                             ----------  -------------  ----------  -------------  -----------  -------------
                                             ----------  -------------  ----------  -------------  -----------  -------------
</TABLE>

  *For the period from December 14, 1992 (date of initial public investment) to
  October 31, 1993.

<TABLE>
<CAPTION>
                                                                     For the year ended October 31, 1994:
                                                        Connecticut            Massachusetts
                                                        Intermediate            Intermediate           Growth and Income
                                                   Municipal Income Fund   Municipal Income Fund          Equity Fund
                                                    Shares      Amount      Shares      Amount       Shares       Amount
<S>                                                   <C>        <C>          <C>        <C>          <C>         <C>
  TRUST SHARES
  Shares sold                                             --           --         --           --   3,516,115  $  37,606,058
  Shares issued to shareholders in payment of
     dividends declared                                   --           --         --           --     377,823      3,936,919
  Shares redeemed                                         --           --         --           --  (3,589,377)   (38,467,504)
                                                   ---------  -----------  ---------  -----------  ----------  -------------
                                                          --           --         --           --     304,561      3,075,473
                                                   ---------  -----------  ---------  -----------  ----------  -------------
  INVESTMENT SHARES
  Shares sold                                        473,934  $ 4,718,416    431,195  $ 4,291,184     692,705      7,416,645
  Shares issued to shareholders in payment of
     dividends declared                               20,919      205,330     14,141      138,571      75,351        795,277
  Shares redeemed                                   (348,269)  (3,406,343)  (129,428)  (1,258,310)   (296,338)    (3,167,388)
                                                   ---------  -----------  ---------  -----------  ----------  -------------
                                                     146,584    1,517,403    315,908    3,171,445     471,718      5,044,534
                                                   ---------  -----------  ---------  -----------  ----------  -------------
  Net change resulting from Fund share trans-
     actions                                         146,584  $ 1,517,403    315,908  $ 3,171,445     776,279  $   8,120,007
                                                   ---------  -----------  ---------  -----------  ----------  -------------
                                                   ---------  -----------  ---------  -----------  ----------  -------------

</TABLE>

<TABLE>
<CAPTION>
                                                                       For the period ended October 31, 1993:
                                                          Connecticut            Massachusetts
                                                          Intermediate            Intermediate
                                                     Municipal Income Fund*     Municipal Income         Growth and Income
                                                                                     Fund*                 Equity Fund**
                                                      Shares      Amount      Shares      Amount       Shares        Amount
<S>                                                     <C>        <C>          <C>        <C>          <C>          <C>
  TRUST SHARES
  Shares sold                                               --           --         --           --   15,585,818  $ 157,356,704
  Shares issued to shareholders in payment of
     dividends declared                                     --           --         --           --           --             --
  Shares redeemed                                           --           --         --           --   (1,828,108)   (18,850,279)
                                                     ---------  -----------  ---------  -----------  -----------  -------------
                                                            --           --         --           --   13,757,710    138,506,425
                                                     ---------  -----------  ---------  -----------  -----------  -------------
  INVESTMENT SHARES
  Shares sold                                          716,256  $ 7,254,696    390,132  $ 3,946,103    1,587,317     16,428,060
  Shares issued to shareholders in payment of
     dividends declared                                  2,772       28,457      1,791       18,392       12,941        134,568
  Shares redeemed                                       (7,343)     (75,295)    (2,569)     (26,137)     (77,389)      (806,374)
                                                     ---------  -----------  ---------  -----------  -----------  -------------
                                                       711,685  $ 7,207,858    389,354    3,938,358    1,522,869     15,756,254
                                                     ---------  -----------  ---------  -----------  -----------  -------------
  Net change resulting from Fund share transactions    711,685  $ 7,207,858    389,354  $ 3,938,358   15,280,579  $ 154,262,679
                                                     ---------  -----------  ---------  -----------  -----------  -------------
                                                     ---------  -----------  ---------  -----------  -----------  -------------

</TABLE>

   *For the period from June 17, 1993 (date of initial public investment) to
  October 31, 1993.
  **For the period from December 14, 1992 (date of initial public investment) to
  October 31, 1993.

<TABLE>
<CAPTION>
                                                                       For the year ended October 31, 1994:
                                                                               Small Capitalization          Quantitative
                                                       Growth Equity Fund           Equity Fund             Equity Fund***
                                                      Shares      Amount       Shares       Amount       Shares      Amount
<S>                                                     <C>        <C>          <C>         <C>            <C>        <C>
  TRUST SHARES
  Shares sold                                          250,398  $ 2,578,510   1,467,595  $  15,906,772    319,168  $ 3,201,250
  Shares issued to shareholders in payment of
     dividends declared                                 37,172      383,982     273,939      2,898,278        129        1,305
  Shares redeemed                                     (681,047)  (7,002,047) (1,487,415)   (16,147,839)    (5,000)     (50,000)
                                                     ---------  -----------  ----------  -------------  ---------  -----------
                                                      (393,477)  (4,039,555)    254,119      2,657,211    314,297    3,152,555
                                                     ---------  -----------  ----------  -------------  ---------  -----------
  INVESTMENT SHARES
  Shares sold                                          181,094    1,870,938     638,429      6,941,644     37,310      375,868
  Shares issued to shareholders in payment of
     dividends declared                                  9,156       94,597      43,778        463,167        126        1,275
  Shares redeemed                                      (84,829)    (867,421)   (233,644)    (2,524,272)      (135)      (1,364)
                                                     ---------  -----------  ----------  -------------  ---------  -----------
                                                       105,421    1,098,114     448,563      4,880,539     37,301      375,779
                                                     ---------  -----------  ----------  -------------  ---------  -----------
  Net change resulting from Fund share transactions   (288,056) $(2,941,441)    702,682  $   7,537,750    351,598  $ 3,528,334
                                                     ---------  -----------  ----------  -------------  ---------  -----------
                                                     ---------  -----------  ----------  -------------  ---------  -----------
</TABLE>

  ***For the period from August 4, 1994 (date of initial public investment) to
  October 31, 1994.

<TABLE>
<CAPTION>
                                                                                For the period ended October 31, 1993:
                                                                                                       Small Capitalization
                                                                            Growth Equity Fund*            Equity Fund*
                                                                           Shares       Amount        Shares        Amount
<S>                                                                         <C>         <C>            <C>          <C>
  TRUST SHARES
  Shares sold                                                             3,558,465  $  35,585,725    9,429,143  $  94,833,359
  Shares issued to shareholders in payment of dividends declared                 --             --           --             --
  Shares redeemed                                                        (1,577,619)   (15,770,615)    (476,251)    (5,009,041)
                                                                         ----------  -------------  -----------  -------------
                                                                          1,980,846     19,815,110    8,952,892     89,824,318
                                                                         ----------  -------------  -----------  -------------
  INVESTMENT SHARES
  Shares sold                                                               461,439      4,534,746    1,406,367     14,346,918
  Shares issued to shareholders in payment of dividends declared                151          1,520           --             --
  Shares redeemed                                                           (20,044)      (200,311)     (67,162)      (692,557)
                                                                         ----------  -------------  -----------  -------------
                                                                            441,546      4,335,955    1,339,205     13,654,361
                                                                         ----------  -------------  -----------  -------------
  Net change resulting from Fund share transactions                       2,422,392  $  24,151,065   10,292,097  $ 103,478,679
                                                                         ----------  -------------  -----------  -------------
                                                                         ----------  -------------  -----------  -------------
</TABLE>

  *For the period from December 14, 1992 (date of initial public investment) to
  October 31, 1993.

  (4) INVESTMENT ADVISORY FEE AND OTHER
      TRANSACTIONS WITH AFFILIATES

  INVESTMENT ADVISORY FEE.  Shawmut Bank, N.A., the Trust's investment adviser
  (the "Adviser"), receives for its services an annual investment advisory fee
  based upon a percentage of each Fund's average daily net assets (see below).
  The Adviser may voluntarily choose to waive a portion of its fee and reimburse
  certain operating expenses of the Funds. The Adviser can modify or terminate
  this voluntary waiver and reimbursement at any time at its sole discretion.

<TABLE>
<CAPTION>
                                                                                                                  Annual
                                                     Fund                                                          Rate*
<S>                                                                                                              <C>
  Prime Money Market Fund                                                                                            0.50%
  Connecticut Municipal Money Market Fund                                                                            0.50%
  Massachusetts Municipal Money Market Fund                                                                          0.50%
  Limited Term Income Fund                                                                                           0.80%
  Intermediate Government Income Fund                                                                                0.80%
  Fixed Income Fund                                                                                                  0.80%
  Connecticut Intermediate Municipal Income Fund                                                                     0.70%
  Massachusetts Intermediate Municipal Income Fund                                                                   0.70%
  Growth and Income Equity Fund                                                                                      1.00%
  Growth Equity Fund                                                                                                 1.00%
  Small Capitalization Equity Fund                                                                                   1.00%
  Quantitative Equity Fund                                                                                           1.00%
</TABLE>

  *As a percentage of daily net assets

  SUB-ADVISORY FEE.  Pursuant to the terms of an investment sub-advisory
  agreement between the Adviser and Marque Millennium Group Limited (the
  "Sub-Adviser"), Marque Millennium furnishes certain investment advisory
  services to the Adviser on behalf of the Quantitative Equity Fund. For the
  services provided and the expenses incurred by the Sub-Adviser pursuant to the
  sub-advisory agreement, the sub-adviser is entitled to receive an annual fee
  of one-half of the total advisory fee being charged (up to .50 of 1.00% of the
  Quantitative Equity Fund's average daily net assets being paid to the
  Sub-Adviser), payable by the Adviser. The sub-adviser may elect to waive some
  or all of its fee. In no event shall the Quantitative Equity Fund be
  responsible for any fees due to the Sub-Adviser for its services to the
  Adviser.

  ADMINISTRATION FEE.  Administrative personnel and services are provided by
  Federated Administrative Services ("FAS" or "Administrator") at an annual rate
  of .15 of 1% on the first $250 million of average aggregate net assets of the
  Trust; .125 of 1% on the next $250 million; .10 of 1% on the next $250
  million; and .075 of 1% on average aggregate net assets in excess of $750
  million. FAS may voluntarily waive a portion of its fee.

  DISTRIBUTION PLAN.  The Funds have adopted a Distribution Plan (the "Plan")
  pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Funds
  will compensate Federated Securities Corp. ("FSC"), the principal distributor,
  from the net assets of the Funds, to finance activities intended to result in
  the sale of the Funds' Investment Shares. The Plan provides that the Funds may
  incur distribution expenses up to .50 of 1% of the average daily net assets of
  the Investment Shares, if applicable, and including the shares of
  Massachusetts Municipal Money Market Fund, Connecticut Intermediate Municipal
  Income Fund and Massachusetts Intermediate Municipal Income Fund. The fee is
  paid annually, to compensate FSC.

  TRANSFER AND DIVIDEND DISBURSING AGENT, PORTFOLIO ACCOUNTING AND CUSTODY
  FEES.  Federated Services Company ("FServ") serves as transfer and dividend
  disbursing agent for the Funds. The FServ fee is based on the size, type and
  number of accounts and transactions made by shareholders. FServ also maintains
  the Funds' accounting records. The fee is based on the level of each Fund's
  average net assets for the period, plus out-of-pocket expenses.

  Shawmut Bank, N.A., is the Trust's custodian. The fee is based on the level of
  each Fund's average net assets for the period, plus out-of-pocket expenses.

  ORGANIZATIONAL EXPENSES.  Organizational expenses were borne initially by FAS.
  The Funds have agreed to reimburse the Administrator for the organizational
  expenses during the five year period following December 1, 1992, (date the
  Trust first became effective). For the year ended October 31, 1994, the Funds
  paid FAS as follows:

<TABLE>
<CAPTION>
                                                                                                      Initial     Organizational
                                                                                                   Organizational   Expenses
                                              Fund                                                   Expenses      Reimbursed
<S>                                                                                                    <C>            <C>
  Prime Money Market Fund                                                                            $  37,081      $   4,944
  Connecticut Municipal Money Market Fund                                                               37,463          2,786
  Massachusetts Municipal Money Market Fund                                                             20,617          1,117
  Limited Term Income Fund                                                                              38,183          5,091
  Intermediate Government Income Fund                                                                   39,950          5,327
  Fixed Income Fund                                                                                     40,086          5,335
  Connecticut Intermediate Municipal Income Fund                                                        35,706          4,629
  Massachusetts Intermediate Municipal Income Fund                                                      28,555          3,702
  Growth and Income Equity Fund                                                                         39,753          5,301
  Growth Equity Fund                                                                                    38,503          5,114
  Small Capitalization Equity Fund                                                                      37,360          4,981
  Quantitative Equity Fund                                                                              25,403            972
</TABLE>

  During the year ended October 31, 1994, the Connecticut Municipal Money Market
  Fund engaged in purchase and sale transactions with other affiliated funds at
  current value pursuant to Rule 17a-7 under the Act amounting to $32,322,402
  and $14,800,621, respectively.

  Certain of the Officers and Trustees of the Trust are Officers and Directors
  or Trustees of FSC, FServ and FAS.

  (5) CONCENTRATION OF CREDIT RISK

  Since the Connecticut Intermediate Municipal Income Fund, Connecticut
  Municipal Money Market Fund, Massachusetts Intermediate Municipal Income Fund
  and Massachusetts Municipal Money Market Fund invest a substantial portion of
  their assets in issuers located in one state, they will be more susceptible to
  factors adversely affecting issuers of that state than would be a comparable
  general tax-exempt mutual fund.

  In order to reduce the credit risk associated with such factors, at October
  31, 1994, 23.4% of the securities in the Connecticut Intermediate Municipal
  Income Fund's portfolio of investments are backed by letters of credit or bond
  insurance of various financial institutions and financial guaranty assurance
  agencies. The aggregate percentages by financial institutions and agencies
  ranged from 1.1% to 5.0% of total investments.

  At October 31, 1994, 63% of the securities in the Connecticut Municipal Money
  Market Fund's portfolio of investments are backed by letters of credit or bond
  insurance of various financial institutions and financial guaranty assurance
  agencies. The aggregate percentages by financial institutions and agencies
  ranged from 0.6% and 15.0% of total investments.

  At October 31, 1994, 33.9% of the securities in the Massachusetts Intermediate
  Municipal Income Fund's portfolio of investments are backed by letters of
  credit or bond insurance of various financial institutions and financial
  guaranty assurance agencies. The aggregate percentages by financial
  institutions and agencies ranged from 2.3% and 18.8% of total investments.

  At October 31, 1994, 59.0% of the securities in the Massachusetts Municipal
  Money Market Fund's portfolio of investments are backed by letters of credit
  or bond insurance of various institutions and financial guaranty assurance
  agencies. The aggregate percentages by financial institutions and agencies
  ranged from 0.8% and 18.8% of total investments.

  (6) INVESTMENT TRANSACTIONS

  Purchases and sales of investments, excluding short-term securities, for the
  year ended October 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                                                                                   Connecticut  Massachusetts
                                                                      Intermediate                 Intermediate Intermediate
                                                        Limited Term   Government   Fixed Income    Municipal     Municipal
                                                        Income Fund   Income Fund       Fund       Income Fund   Income Fund
<S>                                                        <C>           <C>           <C>            <C>          <C>
  Purchases                                             $ 95,136,041   $63,716,154  $ 102,025,329   $6,250,877   $ 5,421,245
  Sales                                                 $ 95,946,080   $61,064,538  $  97,763,092   $4,742,846   $ 2,255,493


</TABLE>
<TABLE>
<CAPTION>
                                                                         Growth and                     Small
                                                                        Income Equity     Growth     Capitalization  Quantitative
                                                                            Fund       Equity Fund   Equity Fund     Equity Fund
<S>                                                                          <C>            <C>           <C>           <C>
  Purchases                                                             $ 121,279,082  $ 16,752,914  $ 37,865,938  $ 1,524,166
  Sales                                                                 $ 114,488,934  $ 20,798,753  $ 31,903,440  $         0
</TABLE>

  REPORT OF INDEPENDENT ACCOUNTANTS

  To the Trustees and Shareholders of
  THE SHAWMUT FUNDS:

  In our opinion, the accompanying statements of assets and liabilities,
  including the portfolios of investments (excluding the credit ratings), and
  the related statements of operations and of changes in net assets and the
  financial highlights, present fairly, in all material respects, the financial
  position of Shawmut Prime Money Market Fund, Shawmut Connecticut Municipal
  Money Market Fund, Shawmut Massachusetts Municipal Money Market Fund, Shawmut
  Limited Term Income Fund, Shawmut Intermediate Government Income Fund, Shawmut
  Fixed Income Fund, Shawmut Connecticut Intermediate Municipal Income Fund,
  Shawmut Massachusetts Intermediate Municipal Income Fund, Shawmut Growth and
  Income Equity Fund, Shawmut Growth Equity Fund, Shawmut Small Capitalization
  Equity Fund, and Shawmut Quantitative Equity Fund (portfolios of The Shawmut
  Funds, hereafter referred to as the "Funds") at October 31, 1994, and the
  results of each of their operations, the changes in each of their net assets
  and the financial highlights for the periods indicated, in conformity with
  generally accepted accounting principles. These financial statements and
  financial highlights (hereafter referred to as "financial statements") are the
  responsibility of the Funds' management; our responsibility is to express an
  opinion on these financial statements based on our audits. We conducted our
  audits of these financial statements in accordance with generally accepted
  auditing standards which require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free of
  material misstatement. An audit includes examining, on a test basis, evidence
  supporting the amounts and disclosures in the financial statements, assessing
  the accounting principles used and significant estimates made by management,
  and evaluating the overall financial statement presentation. We believe that
  our audits, which included confirmation of securities at October 31, 1994 by
  correspondence with the custodian and brokers and the application of
  alternative auditing procedures where confirmations from brokers were not
  received, provide a reasonable basis for the opinion expressed above.

  Price Waterhouse LLP
  Boston, Massachusetts
  December 16, 1994

 Shawmut Limited Term Income Fund--Trust/Investment Shares

  GROWTH OF $10,000 INVESTED IN SHAWMUT LIMITED TERM INCOME FUND--TRUST SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Limited Term Income Fund--Trust Shares (the "Fund") from December 14,
1992 (start of performance) to October 31, 1994 compared to the Merrill Lynch
1-3 Year U.S. Treasury Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "A"

 GROWTH OF $10,000 INVESTED IN SHAWMUT LIMITED TERM INCOME FUND--INVESTMENT
                                     SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Limited Term Income Fund--Investment Shares (the "Fund") from February
12, 1993 (start of performance) to October 31, 1994 compared to the Merrill
Lynch 1-3 Year U.S. Treasury Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "B"

PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *The Fund's performance assumes the reinvestment of all dividends and
  distributions. The Merrill Lynch 1-3 Year U.S. Treasury Index has been
  adjusted to reflect reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 2.00% ($10,000 investment minus $200 sales charge
  = $9,800). The Fund's performance assumes the reinvestment of all dividends
  and distributions. The Merrill Lynch 1-3 Year U.S. Treasury Index has been
  adjusted to reflect reinvestment of dividends on securities in the index.

  The Merrill Lynch 1-3 Year U.S. Treasury Index is not adjusted to reflect
  sales loads, expenses, or other fees that the Securities and Exchange
  Commission requires to be reflected in the Fund's performance. This index is
  unmanaged.

Shawmut Intermediate Government Income Fund--Trust/Investment Shares

GROWTH OF $10,000 INVESTED IN SHAWMUT INTERMEDIATE GOVERNMENT INCOME FUND--TRUST
                                     SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Intermediate Government Income Fund--Trust Shares (the "Fund"), from
December 14, 1992 (start of performance) to October 31, 1994 compared to the
Lehman Brothers Intermediate Government Corporate Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "C"

      GROWTH OF $10,000 INVESTED IN SHAWMUT INTERMEDIATE GOVERNMENT INCOME
                            FUND--INVESTMENT SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Intermediate Government Income Fund--Investment Shares (the "Fund") from
February 12, 1993 (start of performance) to October 31, 1994 compared to the
Lehman Brothers Intermediate Government Corporate Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "D"

PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *The Fund's performance assumes the reinvestment of all dividends and
  distributions. The Lehman Brothers Intermediate Government Corporate Index has
  been adjusted to reflect reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 2.00% ($10,000 investment minus $200 sales charge
  = $9,800). The Fund's performance assumes the reinvestment of all dividends
  and distributions. The Lehman Brothers Intermediate Government Corporate Index
  has been adjusted to reflect reinvestment of dividends on securities in the
  index.

  The Lehman Brothers Intermediate Government Corporate Index is not adjusted to
  reflect sales loads, expenses, or other fees that the Securities and Exchange
  Commission requires to be reflected in the Fund's performance. This index is
  unmanaged.

Shawmut Fixed Income Fund--Trust/Investment Shares

     GROWTH OF $10,000 INVESTED IN SHAWMUT FIXED INCOME FUND--TRUST SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Fixed Income Fund--Trust Shares (the "Fund") from December 14, 1992
(start of performance) to October 31, 1994 compared to the Lehman Brothers
Government Corporate Total Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "E"

   GROWTH OF $10,000 INVESTED IN SHAWMUT FIXED INCOME FUND--INVESTMENT SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Fixed Income Fund--Investment Shares (the "Fund") from February 12, 1993
(start of performance) to October 31, 1994 compared to the Lehman Brothers
Government Corporate Total Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "F"

PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *The Fund's performance assumes the reinvestment of all dividends and
  distributions. The Lehman Brothers Government Corporate Total Index has been
  adjusted to reflect reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 2.00% ($10,000 investment minus $200 sales charge
  = $9,800). The Fund's performance assumes the reinvestment of all dividends
  and distributions. The Lehman Brothers Government Corporate Total Index has
  been adjusted to reflect reinvestment of dividends on securities in the index.

  The Lehman Brothers Government Corporate Total Index is not adjusted to
  reflect sales loads, expenses, or other fees that the Securities and
  Exchange Commission requires to be reflected in the Fund's performance. This
  index is unmanaged.

 Shawmut Connecticut Intermediate Municipal Income Fund

GROWTH OF $10,000 INVESTED IN SHAWMUT CONNECTICUT INTERMEDIATE MUNICIPAL INCOME
                                      FUND

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Connecticut Intermediate Municipal Income Fund (the "Fund") from June
17, 1993 (start of performance) to October 31, 1994 compared to the Lehman
Brothers 7 Year Municipal Bond Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "G"

Shawmut Massachusetts Intermediate Municipal Income Fund

   GROWTH OF $10,000 INVESTED IN SHAWMUT MASSACHUSETTS INTERMEDIATE MUNICIPAL
                                  INCOME FUND

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Massachusetts Intermediate Municipal Income Fund (the "Fund") from June
17, 1993 (start of performance) to October 31, 1994 compared to the Lehman
Brothers 7 Year Municipal Bond Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "H"

PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The Lehman Brothers 7 Year Municipal Bond Index has been
 adjusted to reflect reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 2.00% ($10,000 investment minus $200 sales
  charge = $9,800) for retail investors. The Fund's performance assumes the
  reinvestment of all dividends and distributions. The Lehman Brothers 7 Year
  Municipal Bond Index has been adjusted to reflect reinvestment of dividends
  on securities in the index.

  The Lehman Brothers 7 Year Municipal Bond Index is not adjusted to reflect
  sales loads, expenses, or other fees that the Securities and Exchange
  Commission requires to be reflected in the Fund's performance. This index is
  unmanaged.

Shawmut Growth and Income Equity Fund--Trust/Investment Shares

   GROWTH OF $10,000 INVESTED IN SHAWMUT GROWTH AND INCOME EQUITY FUND--TRUST
                                     SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Growth and Income Equity Fund-- Trust Shares (the "Fund") from December
14, 1992 (start of performance) to October 31, 1994 compared to the Standard &
Poor's 500 Index.+

                             GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "I"

GROWTH OF $10,000 INVESTED IN SHAWMUT GROWTH AND INCOME EQUITY FUND--INVESTMENT
                                     SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Growth and Income Equity Fund-- Investment Shares (the "Fund") from
February 12, 1993 (start of performance) to October 31, 1994 compared to the
Standard & Poor's 500 Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "J"


PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *The Fund's performance assumes the reinvestment of all dividends and
  distributions. The Standard & Poor's 500 Index has been adjusted to reflect
  reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 4.00% ($10,000 investment minus $400 sales charge
  = $9,600). The Fund's performance assumes the reinvestment of all dividends
  and distributions. The Standard & Poor's 500 Index has been adjusted to
  reflect reinvestment of dividends on securities in the index.

  The Standard & Poor's 500 Index is not adjusted to reflect sales loads,
  expenses, or other fees that the Securities and Exchange Commission requires
  to be reflected in the Fund's performance. This index is unmanaged.

 Shawmut Growth Equity Fund--Trust/Investment Shares

     GROWTH OF $10,000 INVESTED IN SHAWMUT GROWTH EQUITY FUND--TRUST SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Growth Equity Fund--Trust Shares (the "Fund") from December 14, 1992
(start of performance) to October 31, 1994 compared to the Standard & Poor's 500
Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "K"

  GROWTH OF $10,000 INVESTED IN SHAWMUT GROWTH EQUITY FUND--INVESTMENT SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Growth Equity Fund--Investment Shares (the "Fund") from February 12,
1993 (start of performance) to October 31, 1994 compared to the Standard &
Poor's 500 Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "L"

PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *The Fund's performance assumes the reinvestment of all dividends and
  distributions. The Standard & Poor's Index has been adjusted to reflect
  reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 4.00% ($10,000 investment minus $400 sales charge
  = $9,600). The Fund's performance assumes the reinvestment of all dividends
  and distributions. The Standard & Poor's 500 Index has been adjusted to
  reflect reinvestment of dividends on securities in the index.

  The Standard & Poor's 500 Index is not adjusted to reflect sales loads,
  expenses, or other fees that the Securities and Exchange Commission requires
  to be reflected in the Fund's performance. This index is unmanaged.

 Shawmut Small Capitalization Equity Fund--Trust/Investment Shares

 GROWTH OF $10,000 INVESTED IN SHAWMUT SMALL CAPITALIZATION EQUITY FUND--TRUST
                                     SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Small Capitalization Equity Fund-- Trust Shares (the "Fund") from
December 14, 1992 (start of performance) to October 31, 1994 compared to the
Standard & Poor's 500 Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "M"

       GROWTH OF $10,000 INVESTED IN SHAWMUT SMALL CAPITALIZATION EQUITY
                            FUND--INVESTMENT SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Small Capitalization Equity Fund-- Investment Shares (the "Fund") from
February 12, 1993 (start of performance) to October 31, 1994 compared to the
Standard & Poor's 500 Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "N"

PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *The Fund's performance assumes the reinvestment of all dividends and
  distributions. The Standard & Poor's 500 Index has been adjusted to reflect
  reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 4.00% ($10,000 investment minus $400 sales charge
  = $9,600). The Fund's performance assumes the reinvestment of all dividends
  and distributions. The Standard & Poor's 500 Index has been adjusted to
  reflect reinvestment of dividends on securities in the index.

  The Standard & Poor's 500 Index is not adjusted to reflect sales loads,
  expenses, or other fees that the Securities and Exchange Commission requires
  to be reflected in the Fund's performance. This index is unmanaged.

Shawmut Quantitative Equity Fund--Trust/Investment Shares

  GROWTH OF $10,000 INVESTED IN SHAWMUT QUANTITATIVE EQUITY FUND--TRUST SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Quantitative Equity Fund--Trust Shares (the "Fund") from August 4, 1994
(start of performance) to October 31, 1994 compared to the Standard & Poor's 500
Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "O"

   GROWTH OF $10,000 INVESTED IN SHAWMUT QUANTITATIVE EQUITY FUND--INVESTMENT
                                     SHARES

     The graph below illustrates the hypothetical investment of $10,000 in the
Shawmut Quantitative Equity Fund--Investment Shares (the "Fund") from August 4,
1994 (start of performance) to October 31, 1994 compared to the Standard &
Poor's 500 Index.+

                              GRAPHIC REPRESENTATION OMITTED SEE APPENDIX "P"

PAST PERFORMANCE IS NOT PREDICTIVE 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
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 *The Fund's performance assumes the reinvestment of all dividends and
  distributions. The Standard & Poor's 500 Index has been adjusted to reflect
  reinvestment of dividends on securities in the index.

**Represents a hypothetical investment of $10,000 in the Fund after deducting
  the maximum sales charge of 4.00% ($10,000 investment minus $400 sales charge
  = $9,600). The Fund's performance assumes the reinvestment of all dividends
  and distributions. The Standard & Poor's 500 Index has been adjusted to
  reflect reinvestment of dividends on securities in the index.

  The Standard & Poor's 500 Index is not adjusted to reflect sales loads,
  expenses, or other fees that the Securities and Exchange Commission requires
  to be reflected in the Fund's performance. This index is unmanaged.

                              SHAWMUT MUTUAL FUNDS

                              TRUSTEES AND OFFICERS

<TABLE>
<S>           <C>                                            <C>
              TRUSTEES                                       OFFICERS
              JOHN F. DONAHUE                                JOHN F. DONAHUE
              THOMAS G. BIGLEY                               Chairman
              JOHN T. CONROY, JR.                            EDWARD C. GONZALES
              WILLIAM J. COPELAND                            President and Treasurer
              JAMES E. DOWD                                  J. CHRISTOPHER DONAHUE
              LAWRENCE D. ELLIS, M.D.                        Vice President
              EDWARD L. FLAHERTY, JR.                        RICHARD B. FISHER
              EDWARD C. GONZALES                             Vice President
              PETER E. MADDEN                                JOHN W. MCGONIGLE
              GREGOR F. MEYER                                Vice President and Secretary
              WESLEY W. POSVAR                               JEFFREY W. STERLING
              MARJORIE P. SMUTS                              Vice President and Assistant Treasurer
                                                             DAVID M. TAYLOR
                                                             Assistant Treasurer
                                                             ROBERT C. ROSSELOT
                                                             Assistant Secretary

              Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are
              not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
              the Federal Reserve Board, or any other governmental agency. Investment in mutual funds
              involves risk, including possible loss of principal. Although money market funds seek to
              maintain a stable net asset value of $1.00 per share, there is no assurance that they will
              be able to do so.

              This report is authorized for distribution to prospective investors only when preceded or
              accompanied by The Shawmut Funds' prospectuses which contain facts concerning the Funds'
              objectives and policies, management fees, expenses, and other
information.
                                                        INVESTMENT ADVISER
                                                        Shawmut Bank, N.A.
                                                        One Federal Street
                                                         Boston, MA 02211
                                                          ADMINISTRATOR
                                                Federated Administrative Services
                                                    Federated Investors Tower
                                                    Pittsburgh, PA 15222-3779
                                                            CUSTODIAN
                                                        Shawmut Bank, N.A.
                                                        One Federal Street
                                                         Boston, MA 02211
                                                          TRANSFER AGENT
                                                    Federated Services Company
                                                    Federated Investors Tower
                                                    Pittsburgh, PA 15222-3779
                                                           DISTRIBUTOR
                                                 Federated Securities Corporation
                                                    Federated Investors Tower
                                                    Pittsburgh, PA 15222-3779
                                                          LEGAL COUNSEL
                                                Dickstein, Shapiro & Morin, L.L.P.
                                                        2101 L Street N.W.
                                                      Washington, D.C. 20037

                                                   Houston, Houston & Donnelly
                                                      2510 Centre City Tower
                                                       Pittsburgh, PA 15222

                                   SHAWMUT
                              MONEY MARKET FUNDS
                              PRIME MONEY MARKET
                      CONNECTICUT MUNICIPAL MONEY MARKET
                     MASSACHUSETTS MUNICIPAL MONEY MARKET

                             SHAWMUT INCOME FUNDS
                             LIMITED TERM INCOME
                        INTERMEDIATE GOVERNMENT INCOME
                                 FIXED INCOME
                  CONNECTICUT INTERMEDIATE MUNICIPAL INCOME
                 MASSACHUSETTS INTERMEDIATE MUNICIPAL INCOME

                             SHAWMUT EQUITY FUNDS
                           GROWTH AND INCOME EQUITY
                                GROWTH EQUITY
                         SMALL CAPITALIZATION EQUITY
                             QUANTITATIVE EQUITY

                   CALL 1-800-SHAWMUT FOR MORE INFORMATION
                        ON THE SHAWMUT FAMILY OF FUNDS

                                        820482859  820482842  820482834
                                        820482701  820482750  820482768
                                        820482693  820482776  820482792
                                        820482107  820482404  820482503
                                        820482818  820482826  820482784
                                        820482800  820482875  820482305
                                        820482833  820482206  820482867

                                                             3110404 (12/94)

                      THE SHAWMUT FUNDS
                          APPENDIX

A.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Investment Shares of Limited
Term Income Fund are represented by a broken line.  Merrill
Lynch 1-3 Year U.S. Treasury Index is represented by a solid
line.  The line graph is a visual representation of a
comparison of change in value of a hypothetical investment
of $10,000 in Investment Shares of Limited Term Income Fund
and Merrill Lynch 1-3 Year U.S. Treasury Index for the
fiscal year ended October 31, 1994 and since the start of
performance on February 12, 1993.  The "y" axis reflects the
cost of investment.  The "x" axis reflects computation
periods in yearly increments from February 12, 1993 (start
of performance) to October 31, 1994.  The right margin of
the chart reflects the ending value of the hypothetical
investment in the Investment Shares of Limited Term Fund as
compared to the Merrill Lynch 1-3 Year U.S. Treasury Index.
The ending values are $9,956 and $10,516, respectively.

B.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Trust Shares of Limited Term
Income Fund are represented by a broken line.  Merrill Lynch
1-3 Year U.S. Treasury Index is represented by a solid line.
The line graph is a visual representation of a comparison of
change in value of a hypothetical investment of $10,000 in
Trust Shares of Limited Term Income Fund and Merrill Lynch 1-
3 Year U.S. Treasury Index for the fiscal year ended October
31, 1994 and since the start of performance on December 14,
1992.  The "y" axis reflects the cost of investment.  The
"x" axis reflects computation periods in yearly increments
from December 14, 1992 (start of performance) to October 31,
1994.  The right margin of the chart reflects the ending
value of the hypothetical investment in the Trust Shares of
Limited Term Fund as compared to the Merrill Lynch 1-3 Year
U.S. Treasury Index.  The ending values are $10,430 and
$10,726, respectively.

C.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Investment Shares of
Intermediate Government Income Fund are represented by a
broken line.  Lehman Brothers Intermediate Government
Corporate Index is represented by a solid line.  The line
graph is a visual representation of a comparison of change
in value of a hypothetical investment of $10,000 in
Investment Shares of Intermediate Government Income Fund and
Lehman Brothers Intermediate Government Corporate Index for
the fiscal year ended October 31, 1994 and since the start
of performance on February 12, 1993.  The "y" axis reflects
the cost of investment.  The "x" axis reflects computation
periods in yearly increments from February 12, 1993 (start
of performance) to October 31, 1994.  The right margin of
the chart reflects the ending value of the hypothetical
investment in the Investment Shares of Intermediate
Government Income Fund as compared to the Lehman Brothers
Intermediate Government Corporate Index.  The ending values
are $9,828 and $10,476, respectively.

D.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Trust Shares of Intermediate
Government Income Fund are represented by a broken line.
Lehman Brothers Intermediate Government Corporate Index is
represented by a solid line.  The line graph is a visual
representation of a comparison of change in value of a
hypothetical investment of $10,000 in Trust Shares of
Intermediate Government Income Fund and Lehman Brothers
Intermediate Government Corporate Index for the fiscal year
ended October 31, 1994 and since the start of performance on
December 14, 1992.  The "y" axis reflects the cost of
investment.  The "x" axis reflects computation periods in
yearly increments from December 14, 1992 (start of
performance) to October 31, 1994.  The right margin of the
chart reflects the ending value of the hypothetical
investment in the Trust Shares of Intermediate Government
Income Fund as compared to the Lehman Brothers Intermediate
Government Corporate Index.  The ending values are $10,392
and $10,822, respectively.

E.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Investment Shares of Fixed
Income Fund are represented by a broken line.  Lehman
Brothers Government Corporate Total Index is represented by
a solid line.  The line graph is a visual representation of
a comparison of change in value of a hypothetical investment
of $10,000 in Investment Shares of Fixed Income Fund and
Lehman Brothers Government Corporate Total Index for the
fiscal year ended October 31, 1994 and since the start of
performance on February 12, 1993.  The "y" axis reflects the
cost of investment.  The "x" axis reflects computation
periods in yearly increments from February 12, 1993 (start
of performance) to October 31, 1994.  The right margin of
the chart reflects the ending value of the hypothetical
investment in the Investment Shares of Fixed Income Fund as
compared to the Lehman Brothers Government Corporate Total
Index.  The ending values are $9,850 and $10,437,
respectively.

F.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Trust Shares of Fixed Income
Fund are represented by a broken line.  Lehman Brothers
Government Corporate Total Index is represented by a solid
line.  The line graph is a visual representation of a
comparison of change in value of a hypothetical investment
of $10,000 in Trust Shares of Fixed Income Fund and Lehman
Brothers Government Corporate Total Index for the fiscal
year ended October 31, 1994 and since the start of
performance on December 14, 1992.  The "y" axis reflects the
cost of investment.  The "x" axis reflects computation
periods in yearly increments from December 14, 1992 (start
of performance) to October 31, 1994.  The right margin of
the chart reflects the ending value of the hypothetical
investment in the Trust Shares of Fixed Income Fund as
compared to the Lehman Brothers Government Corporate Total
Index.  The ending values are $10,475 and $10,848,
respectively.

G.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Shares of Connecticut
Intermediate Municipal Income Fund are represented by a
broken line.  Lehman Brothers 7 Year Municipal Bond Index is
represented by a solid line.  The line graph is a visual
representation of a comparison of change in value of a
hypothetical investment of $10,000 in Shares of Connecticut
Intermediate Municipal Income Fund and Lehman Brothers 7
Year Municipal Bond Index for the fiscal year ended October
31, 1994 and since the start of performance on June 17,
1993.  The "y" axis reflects the cost of investment.  The
"x" axis reflects computation periods in yearly increments
from June 17, 1993 (start of performance) to October 31,
1994.  The right margin of the chart reflects the ending
value of the hypothetical investment in the Shares of
Connecticut Intermediate Municipal Income Fund as compared
to the Lehman Brothers 7 Year Municipal Bond Index.  The
ending values are $9,642 and $10,165, respectively.

H.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Shares of Massachusetts
Intermediate Municipal Income Fund are represented by a
broken line.  Lehman Brothers 7 Year Municipal Bond Index is
represented by a solid line.  The line graph is a visual
representation of a comparison of change in value of a
hypothetical investment of $10,000 in Shares of
Massachusetts Intermediate Municipal Income Fund and Lehman
Brothers 7 Year Municipal Bond Index for the fiscal year
ended October 31, 1994 and since the start of performance on
June 17, 1993.  The "y" axis reflects the cost of
investment.  The "x" axis reflects computation periods in
yearly increments from June 17, 1993 (start of performance)
to October 31, 1994.  The right margin of the chart reflects
the ending value of the hypothetical investment in the
Shares of Massachusetts Intermediate Municipal Income Fund
as compared to the Lehman Brothers 7 Year Municipal Bond
Index.  The ending values are $9,642 and $10,165,
respectively.

I.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Investment Shares of Growth and
Income Equity Fund are represented by a broken line.
Standard & Poor's 500 Index is represented by a solid line.
The line graph is a visual representation of a comparison of
change in value of a hypothetical investment of $10,000 in
Investment Shares of Growth and Income Equity Fund and
Standard & Poor's 500 Index for the fiscal year ended
October 31, 1994 and since the start of performance on
February 12, 1993.  The "y" axis reflects the cost of
investment.  The "x" axis reflects computation periods in
yearly increments from February 12, 1993 (start of
performance) to October 31, 1994.  The right margin of the
chart reflects the ending value of the hypothetical
investment in the Investment Shares of Growth and Income
Equity Fund as compared to the Standard & Poor's 500 Index.
The ending values are $11,125 and $11,297, respectively.

J.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Trust Shares of Growth and
Income Equity Fund are represented by a broken line.
Standard & Poor's 500 Index is represented by a solid line.
The line graph is a visual representation of a comparison of
change in value of a hypothetical investment of $10,000 in
Trust Shares of Growth and Income Equity Fund and Standard &
Poor's 500 Index for the fiscal year ended October 31, 1994
and since the start of performance on December 14, 1992.
The "y" axis reflects the cost of investment.  The "x" axis
reflects computation periods in yearly increments from
December 14, 1992 (start of performance) to October 31,
1994.  The right margin of the chart reflects the ending
value of the hypothetical investment in the Trust Shares of
Growth and Income Equity Fund as compared to the Standard &
Poor's 500 Index.  The ending values are $11,548 and
$11,908, respectively.

K.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Investment Shares of Growth
Equity Fund are represented by a broken line.  Standard &
Poor's 500 Index is represented by a solid line.  The line
graph is a visual representation of a comparison of change
in value of a hypothetical investment of $10,000 in
Investment Shares of Growth Equity Fund and Standard &
Poor's 500 Index for the fiscal year ended October 31, 1994
and since the start of performance on February 12, 1993.
The "y" axis reflects the cost of investment.  The "x" axis
reflects computation periods in yearly increments from
February 12, 1993 (start of performance) to October 31,
1994.  The right margin of the chart reflects the ending
value of the hypothetical investment in the Investment
Shares of Growth Equity Fund as compared to the Standard &
Poor's 500 Index.  The ending values are $10,453 and
$11,297, respectively.

L.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Trust Shares of Growth Equity
Fund are represented by a broken line.  Standard & Poor's
500 Index is represented by a solid line.  The line graph is
a visual representation of a comparison of change in value
of a hypothetical investment of $10,000 in Trust Shares of
Growth Equity Fund and Standard & Poor's 500 Index for the
fiscal year ended October 31, 1994 and since the start of
performance on December 14, 1992.  The "y" axis reflects the
cost of investment.  The "x" axis reflects computation
periods in yearly increments from December 14, 1992 (start
of performance) to October 31, 1994.  The right margin of
the chart reflects the ending value of the hypothetical
investment in the Trust Shares of Growth Equity Fund as
compared to the Standard & Poor's 500 Index.  The ending
values are $11,548 and $10,946, respectively.

M.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Investment Shares of Small
Capitalization Equity Fund are represented by a broken line.
Standard & Poor's 500 Index is represented by a solid line.
The line graph is a visual representation of a comparison of
change in value of a hypothetical investment of $10,000 in
Investment Shares of Small Capitalization Equity Fund and
Standard & Poor's 500 Index for the fiscal year ended
October 31, 1994 and since the start of performance on
February 12, 1993.  The "y" axis reflects the cost of
investment.  The "x" axis reflects computation periods in
yearly increments from February 12, 1993 (start of
performance) to October 31, 1994.  The right margin of the
chart reflects the ending value of the hypothetical
investment in the Investment Shares of Small Capitalization
Equity Fund as compared to the Standard & Poor's 500 Index.
The ending values are $10,398 and $11,297, respectively.

N.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Trust Shares of Small
Capitalization Equity Fund are represented by a broken line.
Standard & Poor's 500 Index is represented by a solid line.
The line graph is a visual representation of a comparison of
change in value of a hypothetical investment of $10,000 in
Trust Shares of Small Capitalization Equity Fund and
Standard & Poor's 500 Index for the fiscal year ended
October 31, 1994 and since the start of performance on
December 14, 1992.  The "y" axis reflects the cost of
investment.  The "x" axis reflects computation periods in
yearly increments from December 14, 1992 (start of
performance) to October 31, 1994.  The right margin of the
chart reflects the ending value of the hypothetical
investment in the Trust Shares of Small Capitalization
Equity Fund as compared to the Standard & Poor's 500 Index.
The ending values are $11,421 and $11,548, respectively.

O.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Investment Shares of
Quantitative Equity Fund are represented by a broken line.
Standard & Poor's 500 Index is represented by a solid line.
The line graph is a visual representation of a comparison of
change in value of a hypothetical investment of $10,000 in
Investment Shares of Quantitative Equity Fund and Standard &
Poor's 500 Index from the August 4, 1994 (start of
performance) to October 31, 1994.  The "y" axis reflects the
cost of investment.  The "x" axis reflects computation
periods in yearly increments from August 4, 1994 (start of
performance) to October 31, 1994.  The right margin of the
chart reflects the ending value of the hypothetical
investment in the Investment Shares of Quantitative Equity
Fund as compared to the Standard & Poor's 500 Index.  The
ending values are $9,681 and $10,382, respectively.

P.   The graphic representation here displayed consists of a
line graph.  The corresponding components of the line graph
are listed underneath.  The Trust Shares of Quantitative
Equity Fund are represented by a broken line.  Standard &
Poor's 500 Index is represented by a solid line.  The line
graph is a visual representation of a comparison of change
in value of a hypothetical investment of $10,000 in Trust
Shares of Quantitative Equity Fund and Standard & Poor's 500
Index from the August 4, 1994 (start of performance) to
October 31, 1994.  The "y" axis reflects the cost of
investment.  The "x" axis reflects computation periods in
yearly increments from August 4, 1994 (start of performance)
to October 31, 1994.  The right margin of the chart reflects
the ending value of the hypothetical investment in the Trust
Shares of Quantitative Equity Fund as compared to the
Standard & Poor's 500 Index.  The ending values are $10,094
and $10,382, respectively.




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