EMPIRE BUILDER TAX FREE BOND FUND, N-30D, 1999-10-19

EMPIRE BUILDER TAX FREE BOND FUND
N-30D, 1999-10-19

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<PAGE>
- ---------------------------- [EMPIRE BUILDER LOGO] -----------------------------

------------------------------
TAX FREE BOND FUND

3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-847-5886

September 30, 1999

Dear Shareholder,

We are pleased to present the Empire Builder Tax-Free Bond Fund Semi-Annual
Report for the period ended August 31, 1999.

Our economy continues at a very high level of activity, and it shows no
sign of weakening. Although there are signs of inflation in oil and natural gas
prices, healthcare costs and certain food prices, overall competition and
productivity gains have kept inflation from growing.

Municipals and corporate bonds have broken in price, increasing in yields
about 40 basis points in the last quarter. Government bond yields have increased
much less because of sharply reduced financing. We believe municipals will hold
their levels and are relatively attractive, compared to taxable yields. Retail
interest in them is very great.

We feel that the Federal Reserve Bank, having raised the bank rate by .5%
will not do more at the October 5th meeting. This is, however, the minority
opinion and little more than an educated guess.

In our opinion, the no-load structure of the Empire Builder Tax-Free Bond
Fund continues to offer value to you, the Shareholders. Our automatic investment
program (also known as DOLLAR COST AVERAGING*) makes good sense if you want to
follow a disciplined regular investment plan. We look forward to helping you
meet your investment needs.

Sincerely,

/s/ Seth M. Glickenhaus

Seth M. Glickenhaus
President

* Dollar cost averaging does not insure a profit and does not protect against
loss in declining markets. An investor should consider his or her financial
ability to continue making additional investments through periods of low share
price levels.

This report must be preceded or accompanied by a prospectus. For more complete
information including charges and expenses, please call 1-800-847-5886 to
receive a prospectus. Read the prospectus carefully before investing or sending
money.

The fund's income may be subject to certain state and local taxes and, depending
on your tax status, the federal alternative minimum tax.

Past performance does not guarantee future results.

NOT FDIC INSURED. MAY LOSE VALUE. NO BANK GUARANTEE.

<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

PORTFOLIO OF INVESTMENTS -- AUGUST 31, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
Credit Principal Value (Note
Ratings** Municipal Securities -- 98.8% Amount 2)
- ---------- ---------------------------------------- ------------- -------------
<S> <C> <C> <C>
NEW YORK CITY--4.5%
Aaa/AAA New York City General Obligation, Series
I, 5.25%, 4/15/2013, Callable
4/15/2009 @ 101, (MBIA)............... $ 2,800,000 $ 2,754,500
Aaa/AAA New York City General Obligation, Series
B, 5.25%, 8/1/2017, Callable 8/1/2007
@ 101, (AMBAC)........................ 1,200,000 1,146,000
A3/A- New York City General Obligation, Series
B, 5.375%, 8/1/2022, Callable 8/1/2007
@ 101................................. 1,250,000 1,184,375
-------------
TOTAL NEW YORK CITY (Cost $5,292,716)... 5,084,875
-------------
NEW YORK STATE--4.1%
A2/AAA New York State General Obligation,
5.00%, 3/1/2017, Callable 3/1/2008 @
101, (AMBAC).......................... 5,000,000 4,700,000
-------------
TOTAL NEW YORK (Cost $4,916,400)........ 4,700,000
-------------
NEW YORK STATE AGENCIES--69.6%
New York City Transitional Finance
Authority
Aa3/AA Series C, 5.00%, 5/1/2016, Callable
5/1/2008 @ 101...................... 3,440,000 3,207,800
Aa3/AA Series A, 5.00%, 8/15/2016, Callable
8/15/2007 @ 101..................... 1,000,000 931,250
New York State Dormitory Authority
Baa1/BBB+ Albany County Airport, 5.25%,
4/1/2013, Callable 4/1/2008
@ 101............................... 1,200,000 1,170,000
Aaa/AAA City University, 5.00%, 7/1/2016,
Callable 7/1/2008 @ 101, (FGIC)..... 2,500,000 2,350,000
Aa2/AA Cornell University, Series A, 7.375%,
7/1/2020, Callable 7/1/2000 @ 102... 750,000 782,850
NR/AAA Heritage House Nursing Center, (FHA),
7.00%, 8/1/2031, Callable 8/1/2001 @
102................................. 470,000 493,500
Aaa/AAA Memorial Sloan Kettering, (MBIA),
5.75%, 7/1/2019, Non Callable....... 1,000,000 1,027,500
Aaa/AAA Mental Health Services Facilities,
Series F, 5.25%, 2/15/2013, Callable
8/15/2008 @ 101, (AMBAC)............ 1,085,000 1,074,150
Aaa/AAA Mental Health Services Facilities,
Series F, 5.25%, 8/15/2013, Callable
8/15/2008 @ 101, (AMBAC)............ 1,315,000 1,300,206
NR/A- Mental Health Services Facilities,
5.25%, 8/15/2024, Callable 8/15/2009
@ 101............................... 1,000,000 915,000
A3/A- Mental Health Services Facilities,
Series B, 5.50%, 8/15/2017, Callable
2/15/2007 @ 102..................... 3,400,000 3,323,500
Aaa/AAA Millard Fillmore Hospital, (AMBAC)
(FHA), 5.00%, 2/1/2006, Callable
8/1/2004 @ 105...................... 910,000 922,513
Aaa/AAA Millard Fillmore Hospital, (AMBAC)
(FHA), 5.00%, 8/1/2006, Callable
8/1/2004 @ 105...................... 1,735,000 1,761,025
Aaa/AAA Mt. Sinai School of Medicine, (MBIA),
6.75%, 7/1/2015, Callable 7/1/2001 @
102 (a)............................. 2,250,000 2,365,313
</TABLE>

The accompanying notes are an integral part of the financial statements.

2
<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

PORTFOLIO OF INVESTMENTS -- AUGUST 31, 1999 (UNAUDITED) -- CONTINUED
<TABLE>
<CAPTION>
Credit Principal Value (Note
Ratings** Municipal Securities -- continued Amount 2)
- ---------- ---------------------------------------- ------------- -------------
<S> <C> <C> <C>
NEW YORK STATE AGENCIES -- CONTINUED
Aaa/AAA New York Medical College, (MBIA),
5.25%, 7/1/2013, Callable 7/1/2008 @
101................................. $ 1,015,000 $ 1,003,581
Aaa/AAA New York University, Series A, (MBIA),
6.00%, 7/1/2017, Non Callable....... 1,000,000 1,066,250
Aaa/AAA North Shore Health System, Forest
Hills Hospital, (MBIA), 5.00%,
11/1/2017, Callable 11/1/2008 @
101................................. 2,000,000 1,845,000
Aaa/AAA North Shore Health System, North Shore
University Hospital, (MBIA), 5.50%,
11/1/2014, Non Callable............. 1,000,000 1,020,000
Aaa/AAA North Shore Health System, Plainview
Hospital, (MBIA), 5.00%, 11/1/2017,
Callable 11/1/2008 @ 101............ 2,000,000 1,845,000
Aaa/AAA Office Facilities, Department of Audit
and Control, 5.50%, 4/1/2023,
Callable 4/1/2009 @ 101, (MBIA)..... 650,000 637,813
Aaa/AAA Secured Hospital, Bronx-Lebanon
Hospital, 5.20%, 2/15/2014, Callable
2/15/2008 @ 101.5, (MBIA)........... 2,500,000 2,434,375
Aaa/AAA Secured Hospital, Southside Hospital,
(MBIA), 5.00%, 2/15/2018, Callable
2/15/2008 @ 101.5................... 1,250,000 1,146,875
Aaa/AAA Special Acts School Districts Program,
(MBIA), 6.00%, 7/1/2019, Callable
7/1/2005 @ 102...................... 3,540,000 3,659,474
NR/AAA St. John's Fisher College, (Connie
Lee), 6.75%, 7/1/2011, Prerefunded
7/1/2001 @ 102...................... 2,670,000 2,843,550
Aaa/AAA State University Athletic Facilities,
5.25%, 7/1/2018, Callable 7/1/2008 @
101, (MBIA)......................... 1,000,000 962,500
Aaa/AAA Victory Memorial Hospital, 5.375%,
8/1/2025, Callable 8/1/2009 @ 101,
(MBIA).............................. 750,000 712,500
Aaa/AAA New York State Energy, Research &
Development,
Niagara Mohawk, Pollution Control
Revenue,
5.15%, 11/1/2025, Callable 11/1/2008
@ 102, (AMBAC)........................ 1,600,000 1,466,000
Aaa/AAA New York State Environmental Facilities
Corp.,
Water Pollution Control Revenue,
Revolving Fund, Water
Pooled Loan, 5.90%, 1/15/2018,
Callable 1/15/2006 @ 102.............. 1,510,000 1,562,850
New York State Housing Finance Agency
Aa1/NR Multi-Family Housing, Secured Mortgage
Program, (SONYMA Insured), 6.45%,
8/15/2014, Callable 2/15/2004 @
102................................. 2,245,000 2,379,700
A1/NR Village of St. John Project,
Section 8 Assisted, 8.25%, 5/1/2009,
Callable 5/1/2000 @ 100............. 1,455,000 1,464,094
Aaa/AAA New York State Local Government
Assistance Corp., Series B, 5.00%,
4/1/2021, Callable 4/1/2008 @ 101,
(MBIA)................................ 5,500,000 5,032,500
</TABLE>

The accompanying notes are an integral part of the financial statements.

3
<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

PORTFOLIO OF INVESTMENTS -- AUGUST 31, 1999 (UNAUDITED) -- CONTINUED
<TABLE>
<CAPTION>
Credit Principal Value (Note
Ratings** Municipal Securities -- continued Amount 2)
- ---------- ---------------------------------------- ------------- -------------
<S> <C> <C> <C>
NEW YORK STATE AGENCIES -- CONTINUED
New York State Medical Care Facilities
Finance Agency
Aaa/AAA Hospital and Nursing Home, St.
Vincent's Hospital Project, (AMBAC)
(FHA), 6.20%, 2/15/2021, Callable
2/15/2004
@ 102............................... $ 1,060,000 $ 1,116,975
Aaa/AAA Long Term Health Care, (FSA) (SONYMA
Insured), 6.50%, 11/1/2015, Callable
11/1/2002 @ 102..................... 2,245,000 2,393,730
A3/A- Mental Health Services Facilities,
7.625%, 2/15/2008, Callable
2/15/2000 @ 100..................... 325,000 329,690
A3/A- Mental Health Services Facilities,
7.875%, 8/15/2020, Callable
8/15/2000 @ 102..................... 385,000 402,514
Aaa/AAA Mental Health Services Facilities,
Series E, 6.25%, 2/15/2009, Callable
8/15/2004 @ 102, (FSA).............. 25,000 26,938
Aaa/AAA Mental Health Services Facilities,
Series E, 6.25%, 2/15/2009,
Prerefunded 8/15/2004 @ 102,
(FSA)............................... 1,395,000 1,529,269
Aaa/AAA St. Mary's Hospital Project, Series A,
(AMBAC), 6.20%, 11/1/2014, Callable
11/1/2003 @ 102..................... 2,100,000 2,247,000
New York State Mortgage Agency
Aa2/NR Homeowner, Series 72, 5.30%, 4/1/2027,
Callable 7/1/2008
@ 101............................... 5,500,000 5,156,250
New York State Thruway Authority
Aaa/AAA Highway & Bridge, Series A, 5.125%,
4/1/2016, Callable 4/1/2009 @ 101,
(FGIC).............................. 5,690,000 5,426,838
New York State Urban Development
Corporation
Baa1/BBB+ Empire State Development Corporation,
University Facilities Grants, 6.00%,
1/1/2008, Non Callable.............. 850,000 902,063
Baa1/BBB+ Empire State Development Corporation,
University Facilities Grants, 6.00%,
1/1/2009, Non Callable.............. 905,000 959,300
Baa1/BBB+ Empire State Development Corporation,
University Facilities Grants, 6.00%,
1/1/2010, Non Callable.............. 955,000 1,011,106
Baa1/BBB+ Youth Facilities, 5.75%, 4/1/2008,
Callable 4/1/2005 @ 102............. 1,000,000 1,041,250
A1/A- Triborough Bridge & Tunnel Authority
Special Obligation, Series B, 7.10%,
1/1/2010, Callable 1/1/2001 @ 102
(a)................................... 3,725,000 3,901,937
-------------
TOTAL NEW YORK STATE AGENCIES (Cost
$79,225,067).......................... 79,151,529
-------------
OTHER NEW YORK STATE BONDS--14.9%
Baa1/NR Albany Housing Authority, Ltd.
Obligation, 6.25%, 10/1/2012, Callable
10/1/2005 @ 102....................... 1,000,000 1,058,750
Aaa/AAA Buffalo Municipal Water Finance
Authority, Water System Revenue,
(FGIC), 5.75%, 7/1/2019, Callable
7/1/2005 @ 102........................ 500,000 508,750
</TABLE>

The accompanying notes are an integral part of the financial statements.

4
<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

PORTFOLIO OF INVESTMENTS -- AUGUST 31, 1999 (UNAUDITED) -- CONTINUED
<TABLE>
<CAPTION>
Credit Principal Value (Note
Ratings** Municipal Securities -- continued Amount 2)
- ---------- ---------------------------------------- ------------- -------------
<S> <C> <C> <C>
OTHER NEW YORK STATE BONDS -- CONTINUED
NR/AAA East Rochester Housing Authority, St.
John's Meadow Project, 5.125%,
8/1/2018, Callable 8/1/2008 @ 101,
(FHA)................................. $ 600,000 $ 567,750
Aaa/AAA Evans, General Obligation, (AMBAC),
6.80%, 4/15/2012, Non Callable........ 225,000 259,031
Aaa/AAA Evans, General Obligation, (AMBAC),
6.80%, 4/15/2013, Non Callable........ 225,000 258,750
NR/AAA Lillian Cooper Housing Development Corp.
Mortgage Revenue, Series A, (FNMA)
(FHA), 7.00%, 1/1/2022, Callable
7/1/2001
@ 100................................. 1,100,000 1,135,750
NR/AAA Monroe County Industrial Development
Agency Civic Facility, Nazareth
College, (MBIA), 5.25%, 4/1/2023,
Callable 4/1/2008 @ 101............... 500,000 475,625
Aaa/AAA Mount Sinai Union Free School District,
General Obligation, (AMBAC), 6.20%,
2/15/2012, Non Callable............... 1,065,000 1,166,175
North Hempstead, General Obligation
Aaa/AAA Series B, (FGIC), 6.375%, 4/1/2009,
Non Callable........................ 570,000 631,988
Aaa/AAA Series B, (FGIC), 6.40%, 4/1/2010,
Non Callable........................ 560,000 621,600
Aaa/AAA Oneida County, General Obligation,
0.00%, 4/15/2015, (AMBAC),
Non Callable.......................... 500,000 214,375
Oneida County Industrial Development
Agency
NR/AAA Mohawk Valley Network, Faxton
Hospital, (FSA), 5.00%, 1/1/2013,
Callable 1/1/2008 @ 101............. 1,250,000 1,204,688
NR/AAA Mohawk Valley Network, St. Luke's
Memorial Hospital, (FSA), 5.00%,
1/1/2013, Callable 1/1/2008 @ 101... 2,000,000 1,927,499
Suffolk County Public Improvement,
General Obligation
Aaa/AAA... Series C, (FGIC), 5.00%, 9/15/2015,
Callable 9/15/2008 @ 101.............. 965,000 915,544
Aaa/AAA... Series D, (FGIC), 5.00%, 11/1/2015,
Callable 11/1/2008 @ 101.............. 1,125,000 1,067,344
Aaa/AAA Series C, (FGIC), 5.00%, 9/15/2016,
Callable 9/15/2008 @ 101............ 550,000 518,375
Aaa/AAA Series D, (FGIC), 5.00%, 11/1/2016,
Callable 11/1/2008 @ 101............ 1,110,000 1,044,788
Aaa/AAA... Series C, (FGIC), 5.00%, 9/15/2017,
Callable 9/15/2008 @ 101................ 480,000 446,400
Aaa/NR Upper Mohawk Valley Water Revenue,
5.75%, 8/1/2029, Callable 8/1/2009 @
101, (AMBAC).......................... 550,000 550,000
Westchester County Industrial
Development Agency
NR/A- Civic Facility, Lawrence Hospital,
5.00%, 1/1/2028, Callable 1/1/2009 @
102................................. 800,000 691,000
NR/A- Civic Facility, Lawrence Hospital,
Series A, 5.125%, 1/1/2018, Callable
1/1/2008 @ 102...................... 1,800,000 1,640,249
-------------
TOTAL OTHER NEW YORK STATE BONDS (Cost
$17,028,671).......................... 16,904,431
-------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

5
<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

- ------------------
Percentages indicated are based on net assets of $113,829,552.
(a) Securities pledged as collateral for futures transactions or when issued
securities.
* Represents cost for federal income tax purposes and differs from value by net
unrealized depreciation of securities as follows:

<TABLE>
<S> <C>
Unrealized appreciation............................................ $ 2,159,891
Unrealized depreciation............................................ (3,046,871)
-------------
Net unrealized depreciation........................................ $ (886,980)
-------------
-------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

PORTFOLIO OF INVESTMENTS -- AUGUST 31, 1999 -- CONTINUED

**Credit Ratings given by Moody's Investors Service Inc. and Standard & Poor's
Corporation (unaudited).

<TABLE>
<CAPTION>
MOODY'S STANDARD & POOR'S
<S> <C> <C>
Aaa AAA Instrument judged to be of the highest quality and carrying the smallest
amount of investment risk.
Aa AA Instrument judged to be of high quality by all standards.
A A Instrument judged to be adequate quality by all standards.
Baa BBB Instrument judged to be moderate quality by all standards.
NR NR Not Rated. In the opinion of the Investment Adviser, instrument judged to
be of comparable investment quality to rated securities which may be
purchased by the Fund.
</TABLE>

For items possessing the strongest investment attributes of their category,
Moody's gives that letter rating followed by a number. The Standard & Poor's
ratings may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

ABBREVIATIONS USED IN THIS STATEMENT:

<TABLE>
<S> <C>
AMBAC Insured as to principal and interest by the American Municipal Bond Assurance Corporation.
Connie Lee Insured as to principal and interest by Connie Lee Insurance Company (Acquired by AMBAC).
FGIC Insured as to principal and interest by the Financial Guarantee Insurance Corporation.
FHA Insured by the Federal Housing Administration.
FNMA Insured by the Federal National Mortgage Association.
FSA Insured as to principal and interest by Financial Security Assurance.
MBIA Insured as to principal and interest by the Municipal Bond Insurance Association.
SONYMA Insured as to principal and interest by the State of New York Mortgage Association.
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
AUGUST 31, 1999

<TABLE>
<S> <C> <C>
ASSETS:
Investments in securities, at value (cost $113,311,565) (Note 2)............................... $ 112,424,585
Interest receivable............................................................................ 1,660,533
Prepaid expenses and other assets.............................................................. 14,889
--------------
Total Assets................................................................................. 114,100,007

LIABILITIES:
Cash overdraft................................................................... $ 103,345
Income distribution payable...................................................... 85,631
Advisory fee payable (Note 4).................................................... 37,822
Administrative services fee payable (Note 4)..................................... 3,599
Other payables and accrued expenses.............................................. 40,058
------------
Total Liabilities.............................................................. 270,455
--------------
NET ASSETS....................................................................................... $ 113,829,552
--------------
--------------
NET ASSETS:
Net assets consist of:
Paid-in capital................................................................................ $ 115,045,987
Accumulated net investment income.............................................................. 26,242
Distributions in excess of net realized gain on investments including futures contracts........ (355,697)
Net unrealized depreciation on investments..................................................... (886,980)
--------------
NET ASSETS....................................................................................... $ 113,829,552
--------------
--------------
SHARES OF BENEFICIAL INTEREST:
Builder Class:
Shares of beneficial interest outstanding........................................ 3,172,048
------------
------------
Net asset value, offering and redemption price per share
($53,622,104 divided by 3,172,048 shares)...................................... $ 16.90
------------
------------
Premier Class:
Shares of beneficial interest outstanding........................................ 3,561,553
------------
------------
Net asset value, offering and redemption price per share
($60,207,448 divided by 3,561,553 shares)...................................... $ 16.90
------------
------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD ENDED AUGUST 31, 1999

<TABLE>
<S> <C> <C>
INCOME:
Interest......................................................... $3,163,186
Dividend......................................................... 36,953
----------
3,200,139
EXPENSES:
Advisory fees (Note 4).............................. $ 231,522
Administrative services fees (Note 4)............... 113,330
Fund accounting fees and expenses (Note 4).......... 20,475
Transfer agency and dividend disbursing fees
(Builder Class) (Note 4).......................... 100,493
Transfer agency and dividend disbursing fees
(Premier Class) (Note 4).......................... 19,482
Custody............................................. 25,206
Trustees' fees and expenses......................... 9,784
Other............................................... 38,392
-----------
Total expenses.................................... 558,684
Less: Custody fee credit.......................... (24,902)
-----------
Total net expenses................................ 533,782
INVESTMENT INCOME--NET........................................... 2,666,357
----------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTES 2
AND 3)
Net realized loss on investments including futures
contracts......................................... (521,739)
Net change in unrealized depreciation on investments
including futures contracts....................... (6,042,311)
-----------
Net loss on investments........................................ (6,564,050)
----------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS..................... $(3,897,693)
----------
----------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Period
Ended Year
08/31/99 Ended
(unaudited) 02/28/99
------------ ------------
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 2,666,357 $ 5,252,776
Net realized loss on investments including
futures contracts............................. (521,739) 635,538
Net change in unrealized depreciation on
investments including futures contracts....... (6,042,311) 63,642
------------ ------------
Change in net assets from operations............ (3,897,693) 5,951,956
------------ ------------
Distributions to shareholders from:
Net investment income--Builder Class............ (1,218,438) (2,403,280)
Net investment income--Premier Class............ (1,447,903) (2,849,513)
Net realized gains on investments--Builder
Class......................................... -- (1,441,318)
Net realized gains on investments--Premier
Class......................................... -- (1,596,797)
------------ ------------
Total distributions............................. (2,666,341) (8,290,908)
------------ ------------
CAPITAL TRANSACTIONS:
Proceeds from sale of shares--Builder Class..... 1,381,712 6,124,440
Proceeds from sale of shares--Premier Class..... 1,072,832 4,544,716
Proceeds from reinvestment of income and capital
gains distributions--Builder Class............ 1,075,482 3,506,757
Proceeds from reinvestment of income and capital
gains distributions--Premier Class............ 1,237,350 3,997,271
Cost of shares redeemed--Builder Class.......... (3,338,437) (9,989,948)
Cost of shares redeemed--Premier Class.......... (2,302,428) (8,107,383)
------------ ------------
Change in net assets from capital share
transactions.................................. (873,489) 75,853
------------ ------------
Change in net assets............................ (7,437,523) (2,263,099)
NET ASSETS:
Beginning of period............................. 121,267,075 123,530,174
------------ ------------
End of period................................... $113,829,552 $121,267,075
------------ ------------
------------ ------------
Undistributed net investment income included in
net assets at end of period....................... $ 26,242 $ 26,226
------------ ------------
------------ ------------
SHARE TRANSACTIONS:
Issued--Builder Class........................... 78,771 336,821
Issued--Premier Class........................... 61,441 250,625
Reinvested--Builder Class....................... 61,679 193,953
Reinvested--Premier Class....................... 70,967 221,064
Redeemed--Builder Class......................... (191,241) (551,232)
Redeemed--Premier Class......................... (131,810) (447,532)
------------ ------------
Change in shares.................................. (50,193) 3,699
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. DESCRIPTION AND SHARES OF THE FUND:

The Empire Builder Tax Free Bond Fund (the "Fund") was established as a
Massachusetts business trust by an Agreement and Declaration of Trust dated
September 30, 1983. The Fund is registered under the Investment Company Act of
1940, as amended, as an open-end, non-diversified investment company. The Fund
has an unlimited number of shares authorized with no par value.

The Fund seeks as high a level of current income exempt from Federal income
tax and New York State and City personal income taxes as the Fund's investment
adviser believes is consistent with the preservation of capital. The Fund
invests primarily in a portfolio of New York tax-exempt bonds.

The Fund offers two classes of shares; the Builder Class and the Premier
Class. Builder Class shares offer a higher level of shareholder services and
features. Premier Class shares offer fewer services and features, and require a
higher minimum investment, but benefit from a lower level of expenses.

Each class of shares outstanding bears the same dividend, liquidation and
other rights and conditions, except that the Builder Class shares and the
Premier Class shares bear separate transfer agency expenses. Each class of
shares has exclusive voting rights with respect to matters affecting only that
class.

2. SIGNIFICANT ACCOUNTING POLICIES:

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

USE OF ESTIMATES

Estimates and assumptions are required to be made regarding assets,
liabilities and changes in net assets resulting from operations when financial
statements are prepared. Changes in the economic environment, financial markets
and any other parameters used in determining these estimates could cause actual
results to differ from these amounts.

SECURITY VALUATION

Tax-exempt securities for which transaction prices are not readily
available are valued at their fair value as determined by an independent pricing
service approved by the Fund's Board of Trustees. The pricing service uses
information with respect to transactions in bonds, quotations from bond dealers,
market transactions in comparable securities and various relationships between
securities in determining value. The methods used by the pricing service and the
quality of valuations so

11
<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

established are reviewed by officers of the Fund and the Fund's Investment
Adviser, under the general supervision of the Trustees of the Fund.

Securities for which quotations are readily available are stated at market
value. Short-term debt securities having remaining maturities of sixty
(60) days or less are stated at amortized cost, which approximates market value.

SECURITY TRANSACTIONS AND INVESTMENT INCOME

Security transactions are accounted for on the trade date. Interest income,
which includes amortization of premium and accretion of discounts, is accrued as
earned. Realized gains and losses from security transactions and unrealized
appreciation and depreciation of investments are determined on the basis of
identified cost.

TAXES

The Fund qualifies and intends to continue to qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code, and to
distribute substantially all of its tax-exempt and taxable income. Therefore, no
federal income tax provision is required.

In addition, by distributing during each calendar year substantially all of
its net investment income, capital gains and certain other amounts, if any, the
Fund will not be subject to a federal excise tax.

FUTURES CONTRACTS

The Fund may purchase and sell financial futures contracts, options on such
futures contracts and options on securities indices to hedge against changes in
the value of New York tax exempt bonds the Fund owns or expects to purchase. The
Fund may also purchase and sell futures and options on U.S. Treasury securities
in order to hedge against interest rate changes or other general changes in
market values.

Upon entering into a futures contract, the Fund is required to deposit cash
or pledge securities in an amount equal to a certain percentage of the purchase
price indicated in the futures contract (initial margin). Subsequent payments,
which are dependent on the daily fluctuations in the value of the underlying
security, are made or received by the Fund each day (daily variation margin) and
are recorded as unrealized gains or losses until the contracts are closed.

DISTRIBUTIONS AND DIVIDENDS

Distributions to shareholders from net investment income are declared daily
and paid monthly. The Fund also distributes at least annually substantially all
net capital gains, if any, realized from portfolio transactions.

12
<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

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

DETERMINATION OF NET ASSET VALUE AND ALLOCATION OF EXPENSES

In calculating net asset value per share of each class, investment income
and expenses, other than class-specific expenses, are allocated daily to each
class of shares based on the value of outstanding settled shares.

OTHER

The Fund maintains a cash balance with its custodian and receives a
reduction of their custody fees and expenses for the amounts of interest earned
on such uninvested cash balance. There was no effect on net investment income.
The fund could have invested such cash amounts in an income-producing asset if
they had not agreed to a reduction of fees or expenses under the expense offset
arrangement with their custodian.

3. PURCHASES AND SALES OF INVESTMENT SECURITIES:

Purchases and sales of investment securities, excluding short-term
investments, during the six months ended August 31, 1999, amounted to
$71,998,350 and $70,022,405, respectively.

4. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS:

The Fund retains Glickenhaus & Co. (the "Adviser") to act as investment
adviser pursuant to an Investment Advisory Agreement. As compensation for its
advisory services, the Adviser receives a fee computed daily and paid monthly,
at the annual rates of 0.40% of the first $100,000,000 of average daily net
assets and 0.3333% of any excess over $100,000,000. For the six months ended
August 31, 1999, the advisory fee earned by the Adviser was $231,522.

Glickenhaus has agreed to a reduction of advisory fees to the extent that
the Fund's expenses, including the advisory fees, exceed 1.50% of the Fund's
average annual net assets. For the six months ended August 31, 1999, there was
no reduction of advisory fees pursuant to this agreement.

13
<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- CONTINUED

BISYS Fund Services provides the Fund with administrative services pursuant
to an Administrative Services Agreement (the "Administration Agreement"). BISYS
receives a fee from the Fund, computed daily and paid monthly at the annual
rates of 0.20% of the first $100,000,000 of average daily net assets and 0.14%
of any excess over $100,000,000. For the six months ended August 31, 1999, BISYS
earned $113,330 under its Administration Agreement with the Fund.

BISYS also provided the Fund with certain accounting and related services
pursuant to a Fund Accounting Agreement. For its services under the Fund
Accounting Agreement, BISYS receives from the Fund a monthly fee of $2,500 plus
reimbursement for out of pocket expenses. For the six months ended August 31,
1999, BISYS received fees and expense reimbursement of $20,475 under its Fund
Accounting Agreement with the Fund.

Transfer agency services and dividend and capital gain disbursing agent
services are provided to the Fund pursuant to a Transfer Agency Agreement
between the Fund and BISYS ("Transfer Agency Agreement"). During the six months
ended August 31, 1999, BISYS received fees and expense reimbursements of
$100,493 for the Builder Class and $19,482 for the Premier Class under the
Transfer Agency Agreement.

5. OFF-BALANCE-SHEET RISK AND DERIVATIVES:

The Fund's use of futures contracts involves, to varying degrees, elements
of market risk in excess of the amount recognized in the statement of assets and
liabilities. Futures contracts are one type of derivative financial instrument
and are used by the Fund to hedge against changes in the values of New York tax
exempt bonds that the Fund owns or expects to purchase. Although futures
contracts are not used by the Fund for the purpose of leveraging or speculating,
they can result in additional risks if used improperly. The objective in buying
or selling a derivative instrument is to increase or decrease a Fund's exposure
to changing security prices and interest rates. If the Adviser misjudges market
conditions or employs a strategy that does not correlate well with the Fund's
other investments; use of these derivatives could result in a loss, regardless
of the Adviser's original intent to reduce risk.

<PAGE>
THE EMPIRE BUILDER TAX FREE BOND FUND

FINANCIAL HIGHLIGHTS
FOR A SHARE OF BENEFICIAL INTEREST OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
Period Ended Year Ended Year Ended Period Ended**
------------------- ------------------- ------------------- -------------------
August 31, 1999 February 28, 1999 February 28, 1998 February 28, 1997
------------------- ------------------- ------------------- -------------------
Builder Premier Builder Premier Builder Premier Builder Premier
Class Class Class Class Class Class Class Class
------- ------- ------- ------- ------- ------- ------- -------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 17.88 $ 17.88 $ 18.22 $ 18.22 $ 17.73 $ 17.73 $ 17.96 $ 17.57
------- ------- ------- ------- ------- ------- ------- -------
Income from Investment Operations:
Net investment income........... 0.38 0.41 0.75 0.80 0.79 0.84 0.84 0.75
Net realized and unrealized gain
(loss) on securities.......... (0.98) (0.98) 0.11 0.12 0.56 0.56 (0.10) 0.29
------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations.................... (0.60) (0.57) 0.86 0.92 1.35 1.40 0.74 1.04
------- ------- ------- ------- ------- ------- ------- -------
Less Distributions:
Dividends from net investment
income........................ (0.38) (0.41) (0.75) (0.81) (0.79) (0.84) (0.84) (0.75)
Distributions from net realized
gains......................... -- -- (0.45) (0.45) (0.07) (0.07) (0.13) (0.13)
Distributions in excess of net
realized gains................ -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Total distributions............. (0.38) (0.41) (1.20) (1.26) (0.86) (0.91) (0.97) (0.88)
------- ------- ------- ------- ------- ------- ------- -------
Net Asset Value, End of Period..... $ 16.90 $ 16.90 $ 17.88 $ 17.88 $ 18.22 $ 18.22 $ 17.73 $ 17.73
------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- -------
Total Return (excludes sales
charge)........................... (2.94)%(c) (2.76)%(c) 4.87% 5.17% 7.82% 8.08% 4.30% 6.03%(c)
Ratios/Supplementary Data:
Net Assets, End of period (in
thousands).................... $53,622 $60,207 $57,610 $63,657 $59,091 $64,439 $59,133 $59,356
Ratios of Net Investment Income
to Average Net Assets......... 4.34%(b) 4.63%(b) 4.15% 4.44% 4.42% 4.66% 4.81% 4.88%(b)
Ratio of Expenses to Average Net
Assets........................ 1.05%(b) 0.76%(b) 1.11% 0.82% 1.06% 0.81% 1.03% 0.93%(b)
Ratio of Expenses to Average Net
Assets*....................... 1.09%(b) 0.80%(b) 1.15% 0.86% 1.16% 0.91% 1.07% 0.97%(b)
Portfolio Turnover Rate(a)...... 60.62% 60.62% 174.34% 174.34% 201.00% 201.00% 181.00% 181.00%

<CAPTION>
Year Ended
-------------------
February 28,
-------------------
1996 1995
-------- --------
Builder Builder
Class Class
-------- --------
<S> <C> <C>
Net Asset Value, Beginning of
Period............................ $ 17.31 $ 18.24
-------- --------
Income from Investment Operations:
Net investment income........... 0.87 0.87
Net realized and unrealized gain
(loss) on securities.......... 0.65 (0.71)
-------- --------
Total from Investment
Operations.................... 1.52 0.16
-------- --------
Less Distributions:
Dividends from net investment
income........................ (0.87) (0.87)
Distributions from net realized
gains......................... -- --
Distributions in excess of net
realized gains................ -- (0.22)
-------- --------
Total distributions............. (0.87) (1.09)
-------- --------
Net Asset Value, End of Period..... $ 17.96 $ 17.31
-------- --------
-------- --------
Total Return (excludes sales
charge)........................... 8.95% 1.09%
Ratios/Supplementary Data:
Net Assets, End of period (in
thousands).................... $117,860 $108,020
Ratios of Net Investment Income
to Average Net Assets......... 4.91% 5.04%
Ratio of Expenses to Average Net
Assets........................ 0.96% 0.93%
Ratio of Expenses to Average Net
Assets*....................... 1.01%
Portfolio Turnover Rate(a)...... 150.00% 143.00%
</TABLE>

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

* The ratio does not include a reduction of expenses for custodian fee credits
of cash balances maintained with the custodian.

** Premier Class commenced operations on April 15, 1996.

(a) Portfolio turnover is calculated on the basis on the Fund as a whole without
distinguishing between the classes of shares issued.

(b) Annualized.

The accompanying notes are an integral part of the financial statements.

15
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<PAGE>
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<PAGE>
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<PAGE>
THE MANAGEMENT

TRUSTEES AND OFFICERS

TRUSTEES

SETH M. GLICKENHAUS,* CHAIRMAN OF THE BOARD
OF TRUSTEES
Senior Partner of Glickenhaus & Co.

EDWARD A. FALKENBERG, Trustee
Retired Vice President and Controller,
Joseph E. Seagram & Sons, Inc. and
Controller, Seagram Company Ltd.

EDWARD A. KUCZMARSKI, Trustee
Certified Public Accountant and Partner,
Hays & Company

ELIZABETH B. NEWELL, Trustee
Trustee, International Preschools

JOHN P. STEINES, Trustee
Professor of Law, New York University
School of Law

OFFICERS

SETH M. GLICKENHAUS
President of the Fund; Senior Partner of
Glickenhaus & Co.

MICHAEL J. LYNCH
Senior Vice President of the Fund; Director,
Unit Trust Department, Glickenhaus & Co.

FRANK M. DEUTCHKI
Vice President of the Fund; Vice President, Tax and
Financial Services, BISYS Fund Services

GARY TENKMAN
Assistant Treasurer of the Fund; Director and Treasurer, BISYS Fund Services

GEORGETTE L. HORTON
Secretary of the Fund; Vice President,
BISYS Fund Services

ALAINA V. METZ
Assistant Secretary of the Fund; Chief Administrative
Officer, Administration and Regulatory Services,
BISYS Fund Services

* Trustee who is an "interested person" of the Fund as that term is defined in
the Investment Company Act of 1940.

<PAGE>

[EMPIRE BUILDER LOGO]

3435 Stelzer Road
Columbus, Ohio 43219
1-800-847-5886

[EMPIRE BUILDER LOGO]

TAX FREE BOND FUND
SEMI ANNUAL REPORT
AUGUST 31, 1999

Investment Adviser and Distributor
GLICKENHAUS & CO.
6 East 43rd Street
New York, New York 10017

Administrator
BISYS FUND SERVICES LIMITED PARTNERSHIP
D/B/A BISYS FUND SERVICES
3435 Stelzer Road
Columbus, Ohio 43219

Transfer and Shareholder Servicing Agent
BISYS FUND SERVICES, INC.
3435 Stelzer Road
Columbus, Ohio 43219

Custodian
INVESTORS FIDUCIARY TRUST COMPANY
127 West 10th Street
Kansas City, Missouri 64105

Legal Counsel
ROPES & GRAY
One International Place
Boston, Massachusetts 02110

Independent Accountants
PRICEWATERHOUSECOOPERS LLP
100 E. Broad Street
Columbus, Ohio 43215

Customer Service
3435 Stelzer Road
Columbus, Ohio 43219
1-800-847-5886

This report is submitted for the information of the shareholders of the Empire
Builder Tax Free Bond Fund. It is not authorized for distribution to prospective
investors in the Fund unless preceded or accompanied by an effective prospectus,
obtainable from an investment dealer, which includes information regarding the
Fund's objectives and policies, record, management, sales commission and other
data.

101262-10