TAX FREE TRUST OF ARIZONA
N-30D, 2000-02-29
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<PAGE>
MANAGER AND FOUNDER
        AQUILA MANAGEMENT CORPORATION
        380 Madison Avenue, Suite 2300
        New York, New York 10017

INVESTMENT SUB-ADVISER
        BANC ONE INVESTMENT ADVISORS CORPORATION
        Bank One Center
        241 North Central Avenue
        Phoenix, Arizona 85004

BOARD OF TRUSTEES
        Lacy B. Herrmann, Chairman
        Arthur K. Carlson
        Thomas W. Courtney
        William L. Ensign
        Diana P. Herrmann
        John C. Lucking
        Anne J. Mills

OFFICERS
        Diana P. Herrmann, President
        Susan A. Cook, Senior Vice President
        Kimball L. Young, Senior Vice President
        Alan R. Stockman, Vice President
        Rose F. Marotta, Chief Financial Officer
        Richard F. West, Treasurer
        Edward M.W. Hines, Secretary

DISTRIBUTOR
        AQUILA DISTRIBUTORS, INC.
        380 Madison Avenue, Suite 2300
        New York, New York 10017

TRANSFER AND SHAREHOLDER SERVICING AGENT
        PFPC INC.
        400 Bellevue Parkway
        Wilmington, Delaware 19809

CUSTODIAN
        BANK ONE TRUST COMPANY, N.A.
        100 East Broad Street
        Columbus, Ohio 43271

INDEPENDENT AUDITORS
        KPMG LLP
        345 Park Avenue
        New York, New York 10154

Further  information  is  contained  in the  Prospectus,  which must  precede or
accompany this report.



SEMI-ANNUAL
REPORT

DECEMBER 31, 1999


                          A TAX-FREE INCOME INVESTMENT

[Logo of Tax-Free Trust of Arizona: eagle sitting on top of flag above the words
"TAX-FREE TRUST OF ARIZONA"]

[Logo of the Aquila Group of Funds: an eagle's head]

ONE OF THE
AQUILAsm GROUP OF FUNDS
</PAGE>




<PAGE>
[Logo of Tax-Free Trust of Arizona: eagle sitting on top of flag above the words
"TAX-FREE TRUST OF ARIZONA"]

                   SERVING ARIZONA INVESTORS FOR OVER A DECADE

                            TAX-FREE TRUST OF ARIZONA

                               SEMI-ANNUAL REPORT

                  "WE TAKE SPECIAL CARE TO ENSURE YOUR SAFETY"

                                                               February 15, 2000

Dear Fellow Shareholders:

     Every now and then, we come across  something that triggers a special point
worth considering. This happened to us on a recent trip on United Airlines. When
a pre-flight  announcement was made that stated, "We take special care to ensure
your  safety,"  that  remark  brought  home to us a point that we  practice on a
continuous basis with Tax-Free Trust of Arizona.

     We know from our surveys that most of the shareholders of Tax-Free Trust of
Arizona are looking  forward to retiring or have  already  retired.  These are a
very  special  group of  people - and we work very hard to make sure that we are
addressing their needs.

     Once one is no longer in the work force,  it is essential that very careful
attention be paid to whatever  financial  resources are available to ensure that
these  resources are available  when needed.  It is just as important that these
financial  resources produce the kind of return, on a consistent basis, that our
shareholders can count on.

SAFETY

     Safety  with  municipal  securities  is a very  important  factor  to which
management  of your  Trust  pays  considerable  attention.  Just like the United
Airlines announcement, "we take special care to ensure your safety" with all the
municipal securities in the Trust.

     As you probably know,  municipal  securities  have various credit  ratings.
These ratings attempt to measure the kind of safety and trustworthiness that the
securities represent.  With Tax-Free Trust of Arizona, we specifically limit the
credit  ratings to those within the top four grades - AAA, AA, A, and Baa.  This
world in which we live is changing extremely rapidly.  Therefore,  we feel it is
important  that we  ensure  that  the  majority  of  securities  in the  Trust's
portfolio  are within the top TWO credit  grades - AAA and AA - for your safety.
Through our portfolio management,  we very carefully monitor the characteristics
of each investment and every type of investment in the portfolio.  Therefore, we
do not expect  "surprises"  from any of the securities that are in the portfolio
of the Trust.

     Recently,  the marketplace  for municipal  securities has made it such that
the difference in yield for a AAA or AA credit rating versus a Baa credit rating
is relatively little. Therefore, our approach is to go with the best. Obviously,
if one  can buy  securities  which  provide  a top  rating  without  paying  any
significant premium for them, we prefer to go in that direction.

     We want you to know,  that at the report date of  December  31,  1999,  the
combination of AAA and AA securities  amounted to almost 85% of the total assets
in the portfolio of your Trust.

     In this way, we feel that "we take special care to ensure your safety."

</PAGE>


<PAGE>

MATURITY OF TAX-FREE MUNICIPAL BONDS

     Another  factor  that we feel is  important  in  building  quality for your
investment is the maturity structure of the municipal bonds in the portfolio.

     As we have  explained to you in the past,  longer-term  maturity bonds will
usually  produce a higher return than  short-term  bonds.  However,  such longer
maturity bonds also have a higher degree of volatility of price fluctuations.

     Therefore,  we have  structured  the average  maturity of Tax-Free Trust of
Arizona to be at a somewhat  intermediate  level - currently  13.8  years.  This
level is produced by using a  "laddered"  approach to the  selection of bonds in
terms of their  maturity.  We have a certain  number of  short-term  bonds and a
certain number of long-term  bonds,  but the overall average of these maturities
run at an intermediate  level. In this way, we can capture a substantial  amount
of  possible  income  level  available  from the  bonds,  without  exposing  the
portfolio to an undue level of volatility.

     Our goal is to maintain a reasonably  high level of stability for the share
net asset value of the Trust,  while  producing the kind of tax-free return that
people want to see from their investment.

     This is another  strategy  that we use in  building  quality,  safety,  and
stability into your investment in Tax-Free Trust of Arizona.

RELIABILITY OF PAYMENTS

     We also  recognize  that most of our  shareholders  depend upon the monthly
tax-free income produced by Tax-Free Trust of Arizona. Shareholders want to know
that the  income  from the  Trust is there  when the time  comes to pay  various
bills.

     The quality character of the portfolio ensures that this is the case.

     We want to make sure that, to the best of our ability, the monthly payments
add up to a satisfactory level of income that you can be SURE will be there when
you need it.

YOUR CONFIDENCE IS APPRECIATED

     As always, we again wish to express our appreciation for the confidence you
have shown by your investment in  Tax-Free Trust of Arizona.  We can assure  you
that we will continually do our best to merit your continued level of trust.

                                   Sincerely,


Diana P. Herrmann
President

Lacy B. Herrmann
Chairman, Board of Trustees
</PAGE>




<PAGE>
                           TAX-FREE TRUST OF ARIZONA
                            STATEMENT OF INVESTMENTS
                               DECEMBER 31, 1999
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            RATING
    FACE                                                                   MOODY'S/
   AMOUNT      ARIZONA GENERAL OBLIGATION BONDS (29.1%)                      S&P              VALUE
</CAPTION>
<S>            <C>  <C>  <C>                                               <C>            <C>
               Apache Co. Unified School District No. 1
                    (St. John's),
$   500,000              4.800%, 7-1-04                                    Baa3/NR        $      491,250
               Bullhead City Parkway Improvement District,
  1,055,000              6.100%, 1-1-11                                    Baa2/NR             1,082,694
  1,000,000              6.100%, 1-1-12                                    Baa2/NR             1,020,000
               Chandler, Arizona,
    450,000              7.000%, 7-1-12, FGIC Insured                      Aaa/AAA               469,481
  1,500,000              5.125%, 7-1-14, MBIA Insured                      Aaa/AAA             1,404,375
               Cochise Co. Unified School District No. 68
                    (Sierra Vista),
  1,000,000              6.000%, 7-1-06, FGIC Insured                      Aaa/AAA             1,033,750
  1,000,000              6.100%, 7-1-08, FGIC Insured                      Aaa/AAA             1,032,500
    925,000              5.750%, 7-1-09, FGIC Insured                      Aaa/AAA               948,125
               Coconino Co. Unified School District No. 1
                    (Flagstaff),
  2,000,000              5.500%, 7-1-09, AMBAC Insured                     Aaa/AAA             2,030,000
               Coconino & Yavapai Unified School Distict
                    (Sedona),
  1,000,000              5.900%, 7/1/07                                     NR/A-              1,038,750
  1,000,000              5.700%, 7-1-07, FGIC Insured                      Aaa/AAA             1,025,000
               Flagstaff, Arizona,
    500,000              6.300%, 7-1-06, FGIC Insured                      Aaa/AAA               508,680
  1,000,000              5.000%, 7-1-12, FGIC Insured                      Aaa/AAA               950,000
               Gila Co. Unified School District No. 10
                    (Payson),
    500,000              5.750%, 7-1-09, AMBAC Insured                     Aaa/AAA               514,375
               Graham Co. Unified School District No. 1
                    (Safford),
    300,000              5.000%, 7-1-10, FGIC Insured                      Aaa/NR                292,500
    675,000              4.700%, 7-1-11, MBIA Insured                      Aaa/NR                632,812
               Graham Co. Unified School District No. 4
                    (Thatcher),
    400,000              5.000%, 7-1-10, FSA Insured                       Aaa/NR                390,000

</PAGE>

<PAGE>

               LaPaz Co. Unified School District No. 27
                    (Parker),
    800,000              6.000%, 7-1-05                                    Baa2/NR               824,000
               Maricopa Co. Elementary School District No. 1
                    (Phoenix),
    250,000              5.800%, 7-1-10, FSA Insured                       Aaa/AAA               256,562
               Maricopa Co. Elementary School District No. 3
                    (Tempe),
  1,000,000              5.400%, 7-1-12, FGIC Insured                      Aaa/AAA               997,500
    640,000              6.000%, 7-1-13, AMBAC Insured (pre-refunded)      Aaa/AAA               683,200
  1,140,000              6.000%, 7-1-13, AMBAC Insured                     Aaa/AAA             1,177,050
  1,025,000              5.500%, 7-1-14, FGIC Insured                      Aaa/AAA             1,013,469
               Maricopa Co. Unified School District No. 4 (Mesa),
    775,000              5.500%, 7-1-06, FGIC Insured                      Aaa/AAA               791,469
  2,150,000              5.400%, 7-1-09, FSA Insured                       Aaa/AAA             2,176,875
               Maricopa Co. School District No. 8 (Osborn),
  1,945,000              6.100%, 7-1-05                                     A1/A               2,056,838
               Maricopa Co. Unified School District No. 9
                    (Wickenburg)
  1,030,000              5.600%, 7-1-15, AMBAC Insured                     Aaa/AAA             1,018,412
               Maricopa Co. Unified School District No. 11 (Peoria),
    500,000              9.250%, 7-1-01, FGIC Insured                      Aaa/AAA               535,000
  2,000,000              6.100%, 7-1-10, AMBAC Insured                     Aaa/AAA             2,082,500
  2,845,000              5.250%, 7-1-13, FGIC Insured                      Aaa/AAA             2,741,869
               Maricopa Co. Elementary School District No. 28
                    (Kyrene),
  1,125,000              6.000%, 7-1-14, FGIC Insured                      Aaa/AAA             1,146,094
               Maricopa Co. School District No. 31 (Balsz),
  1,000,000              5.375%, 7-1-12, AMBAC Insured                     NR/AAA                993,750
               Maricopa Elementary School District No. 38
                    (Madison),
  1,150,000              5.400%, 7-1-11, FGIC Insured                      Aaa/AAA             1,148,562
  2,000,000              5.800%, 7-1-15, MBIA Insured                      Aaa/AAA             2,005,000
               Maricopa Co. Unified School District No. 41
                    (Gilbert),
  1,750,000              6.250%, 7-1-15, FSA Insured                       Aaa/AAA             1,817,812
</PAGE>

<PAGE>

             Maricopa Co. Unified School District No. 48
                    (Scottsdale),
    750,000              6.750%, 7-1-09, (pre-refunded)                    Aa2/AA                781,875
  1,000,000              5.000%, 7-1-14                                    Aa2/AA                935,000
               Maricopa Co. Elementary School District No. 68
                    (Alhambra),
  1,335,000              6.800%, 7-1-10, AMBAC Insured                     Aaa/AAA             1,428,183
               Maricopa Co. Unified School District No. 69
                    (Paradise Valley),
  3,150,000              7.000%, 7-1-07                                     A1/A+              3,461,062
  2,400,000              5.800%, 7-1-09, AMBAC Insured                     Aaa/AAA             2,502,000
  1,000,000              5.300%, 7-1-11, MBIA Insured                      Aaa/AAA               986,250
               Maricopa Co. Unified School District No. 80
                    (Chandler),
    715,000              5.800%, 7-1-09, FGIC Insured (pre-refunded)       Aaa/AAA               754,325
               Maricopa Co. Unified School District No. 98
                    (Fountain Hills),
  1,000,000              5.750%, 7-1-12, AMBAC Insured                     Aaa/AAA             1,022,500
               Maricopa Co. High School District No. 205
                    (Glendale Union),
  1,000,000              5.500%, 7-1-11, FGIC Insured                      Aaa/AAA             1,005,000
  5,400,000              5.700%, 7-1-14, FGIC Insured (pre-refunded)       Aaa/AAA             5,670,000
               Maricopa Co. High School District No. 210
                    (Phoenix Union),
  3,000,000              5.450%, 7-1-08, (pre-refunded)                    Aa3/AA              3,101,250
  1,000,000              5.375%, 7-1-13, (pre-refunded)                    Aa3/AA              1,033,750
  2,000,000              5.700%, 7-1-15, (pre-refunded)                    Aa3/AA              2,100,000
  2,000,000              5.500%, 7-1-17, (pre-refunded)                    Aa3/AA              2,080,000
    500,000              4.750%, 7-1-17,                                   Aa3/AA                428,125
               Maricopa Co. High School District No. 213 (Tempe),
    705,000              6.000%, 7-1-12, FGIC Insured, (pre-refunded)      Aaa/AAA               746,419
    295,000              6.000%, 7-1-12, FGIC Insured                      Aaa/AAA               304,956
               Mesa, Arizona
  1,425,000              5.700%, 7-1-08, MBIA Insured (pre-refunded)       Aaa/AAA             1,490,906
</PAGE>

<PAGE>

               Mohave Co. Unified School District No. 1
                    (Lake Havasu),
  1,000,000              4.900%, 7-1-13, FGIC Insured                      Aaa/AAA               933,750
               Navajo Co. Unified School District No. 10
                    (Show Low),
  1,000,000              5.250%, 7-1-16, FGIC Insured                      Aaa/NR                928,750
               Navajo Co. Unified School District No. 32
                    (Blue Ridge),
    985,000              5.900%, 7-1-08, FSA Insured                       Aaa/AAA             1,024,400
    640,000              5.800%, 7-1-14, FGIC Insured                      Aaa/AAA               648,000
               Phoenix, Arizona,
  1,040,000              7.500%, 7-1-03                                    Aaa/AAA             1,134,900
  1,000,000              5.800%, 7-1-07, (pre-refunded)                    Aa1/AA+             1,060,000
  1,000,000              6.250%, 7-1-16                                    Aa1/AA+             1,058,750
  1,240,000              6.250%, 7-1-17                                    Aa1/AA+             1,308,200
  3,000,000              5.000%, 7-1-19                                    Aa1/AA+             2,640,000
               Pima Co. Unified Scool District No. 8
                    (Flowing Wells),
  1,090,000              5.900%, 7-1-13, (pre-refunded)                     A3/NR              1,155,400
               Pima Co. Unified School District No. 12 (Sunnyside),
  1,250,000              5.500%, 7-1-10, MBIA Insured                      Aaa/AAA             1,262,500
               Pinal Co. Unified School District No. 43
                    (Apache Junction),
  1,500,000              5.850%, 7-1-15, FGIC Insured                      Aaa/AAA             1,509,375
               Pinewood Sanitary District,
    605,000              6.500%, 7-1-09                                    NR/NR*                622,394
               Prescott, Arizona,
  1,120,000              4.500%, 7-1-12, FGIC Insured                      Aaa/AAA             1,020,600
               Prescott Valley Sewer Collection Improvement
                    District,
    500,000              7.900%, 1-1-12                                    NR/BBB-               545,000
               Santa Cruz Co. Unified School District No. 1
                    (Nogales),
    400,000              7.700%, 7-1-03, (pre-refunded)                    Aaa/AAA               422,500
               Scottsdale, Arizona,
  1,000,000              5.500%, 7-1-10                                    Aa1/AA+             1,025,000

</PAGE>

<PAGE>

  1,250,000              6.000%, 7-1-14, (pre-refunded)                    Aa1/AA+             1,301,563
  2,350,000              6.000%, 7-1-13                                    Aa1/AA+             2,435,187
  1,050,000              5.750%, 7-1-18                                    Aa1/AA+             1,042,125
               Tempe, Arizona,
  1,000,000              5.300%, 7-1-09                                    Aa1/AA+             1,012,500
  1,450,000              6.000%, 7-1-10 (pre-refunded)                     Aa1/AA+             1,509,812
  1,015,000              5.400%, 7-1-11                                    Aa1/AA+             1,026,425
    830,000              5.400%, 7-1-11                                    Aa1/AA+               836,225
  2,270,000              4.500%, 7-1-14                                    Aa1/AA+             1,974,900
               Tucson, Arizona,
    500,000              5.750%, 7-1-09, FGIC Insured                      Aaa/AAA               516,250
  2,195,000              6.100%, 7-1-12, FGIC Insured                      Aaa/AAA             2,285,546
  2,500,000              5.750%, 7-1-20, (pre-refunded)                    Aa3/AA              2,621,875
  2,000,000              5.000%, 7-1-18                                    Aa3/AA              1,770,000
               Yavapai Co. Unified School District No. 28
                    (Camp Verde),
    500,000              6.000%, 7-1-08, FGIC Insured                      Aaa/AAA               523,750
               Yuma, Arizona,
  2,000,000              6.125%, 7-1-12, AMBAC Insured (pre-refunded)      Aaa/AAA             2,110,000
                    Total Arizona General Obligation Bonds                                   107,427,532

               ARIZONA REVENUE BONDS (68.1%)
               AIRPORT REVENUE BONDS (1.7%)
               Phoenix Municipal Airport Authority,
    565,000              6.400%, 7-1-12, AMT, MBIA Insured                 Aaa/AAA               598,194
               Phoenix Civic Improvement Corp.
                    Airport Revenue Bonds
  1,890,000              6.300%, 7-1-14                                    Aa2/AA+             1,967,963
  1,000,000              5.000%, 7-1-25, FSA Insured                       Aaa/AAA               858,750
               Tucson Municipal Airport Authority,
  3,000,000              5.700%, 6-1-13, MBIA Insured                      Aaa/AAA             3,015,000
                    Total Airport Revenue Bonds                                                6,439,907

               BASIC SERVICE REVENUE BONDS (12.8%)
               Arizona Transportation Highway Revenue Bonds,
  1,000,000              6.250%, 7-1-16                                    Aa1/AAA             1,033,750
</PAGE>

<PAGE>

               Casa Grande Excise Tax Revenue Bonds,
    365,000              6.000%, 4-1-10, FGIC Insured                      Aaa/AAA               376,862
    440,000              5.200%, 4-1-17, MBIA Insured                      Aaa/AAA               410,850
               Chandler Street & Highway User Revenue Bonds,
  1,300,000              5.400%, 7-1-13, MBIA Insured                      Aaa/AAA             1,282,125
  1,000,000              5.500%, 7-1-16                                     A1/A+                952,500
               Chandler Water & Sewer Revenue Bonds,
  2,015,000              6.250%, 7-1-13, FGIC Insured                      Aaa/AAA             2,083,006
               Gilbert Water & Sewer Revenue Bonds,
  2,500,000              6.500%, 7-1-12, FGIC Insured                      Aaa/AAA             2,665,625
               Lake Havasu City Excise Tax Revenue Bonds,
  1,000,000              4.100%, 6-1-07, AMBAC Insured                     Aaa/AAA               701,250
               Mesa Utility System Revenue Bonds,
  4,000,000              5.375%, 7-1-12, FGIC Insured                      Aaa/AAA             3,975,000
  3,000,000              5.375%, 7-1-14, FGIC Insured                      Aaa/AAA             2,925,000
               Phoenix Civic Improvement Corp. Excise Tax
                    Revenue Bonds (Courthouse Project),
  1,500,000              5.250%, 7-1-24                                    Aa2/AA+             1,344,375
  1,605,000              5.375%, 7-1-29                                    Aa2/AA+             1,450,519
               Phoenix Civic Improvement Corp. Water System
                    Revenue Bonds,
  1,090,000              6.000%, 7-1-03                                    Aa3/AA-             1,139,050
  1,500,000              5.000%, 7-1-13                                     Aa3/A              1,408,125
  1,500,000              5.400%, 7-1-14                                    Aa3/AA-             1,462,500
  1,250,000              5.000%, 7-1-18                                     Aa3/A              1,110,937
               Phoenix Street & Highway User Revenue Bonds,
  2,190,000              6.250%, 7-1-06                                     A1/AA              2,291,287
  5,000,000              6.250%, 7-1-11                                     A2/A+              5,175,000
  3,265,000              6.250%, 7-1-11, MBIA Insured                      Aaa/AAA             3,428,250
               Pima County Sewer Revenue Bonds,
  2,000,000              6.750%, 7-1-15, FGIC Insured                      Aaa/AAA             2,070,000
               Prescott Valley Water District Revenue Bonds,
  1,000,000              4.875%, 1-1-19, MBIA Insured                      NR/AAA                860,000
</PAGE>

<PAGE>
               Scottsdale Preserve Authority Excise Tax Revenue
                    Bonds,
  1,890,000              5.625%, 7-1-18, FGIC Insured                      Aaa/AAA             1,840,387
               Sedona Sewer Revenue Bonds,
    700,000              7.400%, 7-1-11, (pre-refunded)                    NR/AAA                725,200
  1,055,000              7.000%, 7-1-12                                    NR/BBB+             1,106,431
               Tucson Water System Revenue Bonds,
    500,000              7.000%, 7-1-10, (pre-refunded)                    Aaa/AAA               500,000
  1,500,000              6.700%, 7-1-12, (pre-refunded)                     A1/A+              1,575,000
  2,490,000              5.750%, 7-1-18                                     A1/A+              2,480,663
               Yuma Co. Jail District Revenue Bonds,
    500,000              5.250%, 7-1-12, Ambac Insured                     Aaa/AAA               492,500
                    Total Basic Service Revenue Bonds                                         46,866,192

               HOSPITAL REVENUE BONDS (7.0%)
               Arizona Health Facilities (Northern Arizona
                    Healthcare System),
  1,000,000              5.250%, 10-1-16, AMBAC Insured                    Aaa/AAA               940,000
               Arizona Health Facilities (Samaritan Health),
  2,500,000              5.625%, 12-1-15, MBIA Insured                     Aaa/AAA             2,487,500
               Chandler Industrial Development Authority
                    (Ahwatukee Medical Facility),
    900,000              7.000%, 7-1-22 (pre-refunded)                     NR/NR*              1,019,250
               Maricopa Co. Industrial Development Authority
                    (Mercy Health Care System-St. Joseph's Hospital),
    880,000              7.750%, 11-1-10                                   NR/AAA                984,500
               Maricopa Co. Industrial Development Authority
                    (Mayo Clinic),
  2,250,000              5.250%, 11-15-37                                  NR/AA+              1,926,562
               Mesa Industrial Development Authority
                    (Lutheran Health),
  2,000,000              5.000%, 1-1-19, MBIA Insured                      Aaa/AAA             1,757,500
</PAGE>

<PAGE>
               Mesa Industrial Development Authority
                    (Discovery Health),
  4,000,000              5.625%, 1-1-29, MBIA Insured                      Aaa/AAA             3,705,000
               Mohave Co. Industrial Development Authority
                    (Baptist Hospital),
  1,150,000              5.700%, 9-1-15, MBIA Insured                      Aaa/AAA             1,137,062
               Phoenix Industrial Development Authority (John C.
                    Lincoln Hospital),
  1,070,000              5.500%, 12-1-13, FSA Insured                      Aaa/AAA             1,055,287
               Pima Co. Industrial Development Authority
                    (Tucson Medical Center),
  1,000,000              6.375%, 4-1-12, MBIA Insured                      Aaa/AAA             1,048,750
  1,000,000              5.000%, 4-1-15, MBIA Insured                      Aaa/AAA               908,750
               Pima Co. Industrial Development Authority
                    (Healthpartners),
  1,000,000              5.625%, 4-1-14, MBIA Insured                      Aaa/AAA               990,000
               Scottsdale Industrial Development Authority
                    (Scottsdale Memorial Hospital),
  2,000,000              6.500%, 9-1-03, AMBAC Insured                     Aaa/AAA             2,125,000
    530,000              6.500%, 9-1-06, AMBAC Insured                     Aaa/AAA               576,375
  2,000,000              5.500%, 9-1-12, AMBAC Insured                     Aaa/AAA             2,005,000
  1,770,000              6.125%, 9-1-17, AMBAC Insured                     Aaa/AAA             1,796,550
               Yavapai Co. Industrial Development Authority
                    (Yavapai Regional Medical Center),
  1,130,000              5.125%, 12-1-13, FSA Insured                      Aaa/AAA             1,072,087
               Yuma Co. Industrial Development Authority (Yuma
                    Regional Medical Center),
    500,000              5.850%, 8-1-08, MBIA Insured                      Aaa/AAA               521,250
                    Total Hospital Revenue Bonds                                              26,056,423

               LEASE REVENUE BONDS (8.1%)
               Arizona Certificates of Participation Lease Revenue
                    Bonds,
    840,000              6.625%, 9-1-08, FSA Insured                       Aaa/AAA               882,000
  2,000,000              6.500%, 3-1-08, FSA Insured                       Aaa/AAA             2,107,500
</PAGE>

<PAGE>
               Arizona Municipal Finance Program No. 20,
  1,300,000              7.700%, 8-1-10, MBIA Insured                      Aaa/AAA             1,509,625
               Arizona Municipal Finance Program No. 34,
  1,000,000              7.250%, 8-1-09, MBIA Insured                      Aaa/AAA             1,151,250
               Avondale Municipal Facilities Lease Revenue
                    Bonds,
  1,185,000              5.200%, 7-1-13, MBIA Insured                      Aaa/AAA             1,146,487
  1,000,000              5.000%, 7-1-19, FGIC Insured                      Aaa/AAA               877,500
               Bullhead City Municipal Property Corp.
                    Lease Revenue Bonds,
  1,670,000              5.200%, 7-1-09, MBIA Insured                      Aaa/NR              1,674,175
               Cave Creek Certificates of Participation Lease
                    Revenue Bonds,
    365,000              5.750%, 7-1-19                                    NR/BBB-               320,744
               Glendale Municipal Property Corp. Lease Revenue
                    Bonds, MBIA Insured,
  1,000,000              7.000%, 7-1-09, MBIA Insured                      Aaa/AAA             1,010,000
               Lake Havasu City Certificates of Participation Lease
                    Revenue Bonds,
    500,000              7.000%, 6-1-05, FGIC Insured                      Aaa/AAA               522,500
               Maricopa Co. Certificates of Participation Lease
                    Revenue Bonds,
  1,000,000              6.000%, 6-1-04                                    A2/BBB+             1,023,750
               Oro Valley Municipal Property Corp. Lease
                    Revenue Bonds,
  2,000,000              5.200%, 7-1-10, MBIA Insured                      Aaa/AAA             2,000,000
  2,085,000              5.375%, 7-1-26, MBIA Insured                      Aaa/AAA             1,899,956
               Phoenix Civic Plaza Building Revenue Bonds,
  1,500,000              6.000%, 7-1-14                                    Aa2/AA+             1,539,375
               Pinal Co. Certificates of Participation Lease
                    Revenue Bonds,
  1,160,000              6.250%, 6-1-04 (pre-refunded)                      NR/AA              1,200,600
</PAGE>

<PAGE>
               Scottsdale Municipal Property Corp. Lease
                    Revenue Bonds,
  2,200,000              6.250%, 11-1-10, FGIC Insured                     Aaa/AAA             2,288,000
  2,620,000              6.250%, 11-1-14, FGIC Insured                     Aaa/AAA             2,685,500
               Sierra Vista Municipal Property Corp Lease
                    Revenue Bonds,
  1,265,000              5.000%, 1-1-18, AMBAC Insured                     Aaa/AAA             1,119,525
               Tucson Certificate of Participation Lease Revenue
                    Bonds,
  1,000,000              6.375%, 7-1-09                                    Baa1/AA             1,036,250
               Tucson Business Development Finance Corp.
  1,585,000              6.250%, 7-1-12, FGIC Insured                      Aaa/AAA             1,664,250
               University of Arizona Certificates of Participation
                    Lease Revenue Bonds,
  1,000,000              5.650%, 9-1-09, FSA Insured                       Aaa/AAA             1,023,750
               Yuma Municipal Property Corp. Lease Revenue
                    Bonds,
  1,385,000              5.250%, 7-1-12, AMBAC Insured                     Aaa/AAA             1,364,225
                    Total Lease Revenue Bonds                                                 30,046,962

               MORTGAGE REVENUE BONDS (5.3%)
               Maricopa Co. Industrial Development Authority
                    Multi Family Mortgage Revenue Bonds
                    (Advantage Point Project),
  1,000,000              6.500%, 7-1-16                                    NR/AAA              1,062,500
               Maricopa Co. Industrial Development Authority
                    Multi Family Mortgage Revenue Bonds
                    (Pines at Camelback Project),
    450,000              5.400%, 5-1-18                                     NR/AA                417,937
               Mohave Co. Industrial Development Authority
                    (Chris Ridge Village),
  1,040,000              6.250%, 11-1-16                                   NR/AAA              1,054,300
               Peoria Industrial Development Authority (Casa Del
                    Rio),
  2,500,000              7.300%, 2-20-28                                   NR/AAA              2,650,000
</PAGE>

<PAGE>
               Phoenix Industrial Development Authority Single
                    Family Mortgage Revenue,
  1,160,000              6.300%, 12-1-12, AMT                              NR/AAA              1,186,100
  2,000,000              5.300%, 4-1-20, AMT                               NR/AAA              1,797,500
    985,000              5.350%, 6-1-20, AMT                               NR/AAA                891,425
               Pima Co. Industrial Development Authority Single
                    Family Mortgage Revenue,
    160,000              7.625%, 2-1-12                                     A2/NR                164,600
    755,000              6.500%, 2-1-17                                     A/NR                 766,325
  1,180,000              6.750%, 11-1-27, AMT                              NR/AAA              1,206,550
  1,625,000              6.250%, 11-1-29, AMT                              NR/AAA              1,651,406
  1,500,000              5.200%, 5-1-31, AMT                               NR/AAA              1,284,375
               Scottsdale Industrial Development Authority
                    (Westminster Village),
  1,185,000              7.700%, 6-1-06                                    NR/NR*              1,241,288
               Tempe Industrial Development Authority
                    (Friendship Village),
  1,500,000              6.500%, 12-1-08                                   NR/NR*              1,464,375
               Yuma Industrial Development Authority
                    Multi Family Mortgage Revenue Bonds
                    (Alexandrite Sands),
  3,000,000              6.100%, 9-20-34                                   NR/AAA              2,932,500
                    Total Mortgage Revenue Bonds                                              19,771,181

               POLLUTION CONTROL REVENUE BONDS (6.6%)
               Casa Grande Industrial Development Authority
                    (Frito Lay) Revenue Bonds,
    250,000              6.650%, 12-1-14                                   A1/lNR                265,312
               Coconino Co. Pollution Control (Nevada Power)
                    Revenue Bonds,
  5,500,000              5.350%, 10-1-22                                   NR/BBB              4,633,750
               Gilbert Industrial Development Authority
                    Wastewater Reclamation Facility Revenue Bonds,
    600,000              10.000%, 10-1-10, (pre-refunded)                  NR/NR*                631,344
    285,000              6.875%, 4-1-14, (pre-refunded)                    NR/NR*                290,820
    715,000              6.875%, 4-1-14                                    NR/NR*                719,726
</PAGE>

<PAGE>
               Greenlee Co. Pollution Control (Phelps Dodge)
                    Revenue Bonds,
  9,450,000              5.450%, 6-1-09                                     A2/A-              9,213,750
               Mohave Co. Industrial Development Authority
                    (North Star Steel) Revenue Bonds,
  4,150,000              5.500%, 12-1-20, AMT                               NR/A+              3,802,437
               Navajo Co. Pollution Control Revenue Bonds
                    (Arizona Public Service),
  4,000,000              5.875%, 8-15-28, MBIA Insured                     Aaa/AAA             3,900,000
  1,100,000              5.875%, 8-15-28                                   Baa1/A-             1,036,750
                    Total Pollution Control Revenue Bonds                                     24,493,889

               UNIVERSITY REVENUE BONDS (10.6%)
               Arizona Board of Regents-Arizona State
                    University System Revenue Bonds,
  6,750,000              5.750%, 7-1-12                                     A1/AA              6,825,937
  7,000,000              6.125%, 7-1-15                                     A1/AA              7,218,750
  1,400,000              5.500%, 7-1-19                                     A1/AA              1,354,500
  2,000,000              5.500%, 7-1-19, MBIA Insured                      Aaa/AAA             1,905,000
               Arizona Board of Regents-Northern Arizona
                    University System Revenue Bonds,
  3,000,000              5.800%, 6-1-08 AMBAC Insured                      Aaa/AAA             3,090,000
  3,000,000              5.200%, 6-1-13, FGIC Insured                      Aaa/AAA             2,902,500
               Arizona Board of Regents-University of Arizona
                    System Revenue Bonds,
  2,750,000              6.250%, 6-1-11                                     A1/AA              2,870,312
               Arizona Educational Loan Mktg Corp.,
  1,000,000              6.000%, 9-1-01, AMT                                Aa/NR              1,021,250
    450,000              7.000%, 3-1-05, AMT                               Aa2/NR                470,812
    500,000              6.625%, 9-1-05, AMT                               Aa2/NR                521,875
  1,720,000              5.700%, 12-1-08, AMT                              Aa2/NR              1,724,300
               Arizona Student Loan Revenue
    500,000              6.600%, 5-1-10, AMT                                Aa/NR                517,500
  1,000,000              5.875%, 5-1-18, AMT                               Aaa/NR                980,000
  1,000,000              5.900%, 5-1-19, AMT                               Aaa/NR                980,000
</PAGE>

<PAGE>
               Glendale Industrial Development Authority
                    (American Graduate School),
    300,000              7.125%, 7-1-20, (pre-refunded)                    NR/AAA                335,250
  2,100,000              5.625%, 7-1-20, AMBAC Insured                     NR/AAA              2,023,875
               Glendale Industrial Development Authority
                    (Midwestern University)
  2,250,000              5.375%, 5-15-28                                   NR/BBB+             1,940,625
               Pinal Co. Community College District
                    Revenue Bonds,
  1,055,000              5.100%, 7-1-14, AMBAC Insured                     Aaa/NR                985,106
               Yavapai Co. Community College District
                    Revenue Bonds,
  1,070,000              5.400%, 7-1-10, FGIC Insured                      Aaa/AAA             1,074,012
    500,000              6.000%, 7-1-12                                    NR/BBB+               503,750
                    Total University Revenue Bonds                                            39,245,354

               UTILITY REVENUE BONDS (16.0%)
               Arizona Power Authority (Hoover Dam Project)
                    Revenue Bonds,
  2,720,000              5.300%, 10-1-06, MBIA Insured                     Aaa/AAA             2,774,400
  8,500,000              5.375%, 10-1-13, MBIA Insured                     Aaa/AAA             8,361,875
  2,425,000              5.250%, 10-1-17, MBIA Insured                     Aaa/AAA             2,264,344
               Arizona Wastewater Management Authority
                    Revenue Bonds,
  1,700,000              6.800%, 7-1-11, (pre-refunded)                    Aa1/AA+             1,819,000
  1,240,000              5.625%, 7-1-15, AMBAC Insured                     Aaa/AAA             1,308,200
               Arizona Water Infrastructure Finance Authority
                    Revenue Bonds,
    500,000              5.000%, 7-1-17, MBIA Insured                      Aaa/AAA               447,500
  2,000,000              5.500%, 7-1-17                                    Aa2/NR              1,930,000
               Central Arizona Water Conservation District
                    Revenue Bonds,
  2,000,000              5.500%, 11-1-09                                   A1/AA-              2,045,000
  1,000,000              5.500%, 11-1-10                                   A1/AA-              1,016,250
  1,000,000              7.125%, 11-1-11, (pre-refunded)                   NR/AA-              1,044,480
</PAGE>

<PAGE>
               Mohave Co. Industrial Development Authority
                    (Citizens Utility),
  1,600,000              4.750%, 8-1-20                                     NR/A+              1,600,000
  3,000,000              7.050%, 8-1-20                                     NR/A+              3,065,220
               Pima Co. Industrial Development Authority (Tucson
                    Electric), Revenue Bonds,
  2,320,000              7.250%, 7-15-10, FSA Insured                      Aaa/AAA             2,488,200
               Salt River Project Agricultural Improvement and
                    Power Revenue Bonds
  2,000,000              5.500%, 1-1-10                                    Aa2/AA              2,037,500
  4,485,000              6.200%, 1-1-12                                    Aa2/AA              4,686,825
    650,000              6.000%, 1-1-13                                    Aa2/AA                662,187
  2,100,000              5.000%, 1-1-13, MBIA Insured                      Aaa/Aaa             1,976,625
  1,000,000              6.000%, 1-1-16                                    Aa2/AA              1,012,500
  1,000,000              5.125%, 1-1-18                                    Aa2/AA                900,000
  8,500,000              6.250%, 1-1-19                                    Aa2/AA              8,701,875
  1,250,000              5.000%, 1-1-20                                    Aa2/AA              1,093,750
  5,730,000              6.250%, 1-1-27                                    Aa2/AA              5,830,275
  1,065,000              5.500%, 1-1-28                                    Aa2/AA                990,450
               Santa Cruz Industrial Development Authority
                    (Citizens Utility),
  1,220,000              7.150%, 2-1-23, AMT                                NR/A+              1,234,164
                    Total Utility Revenue Bonds                                               59,290,620
                    Total Arizona Revenue Bonds                                              252,210,528

               ZERO COUPON BONDS (1.2%)
               Maricopa Co. Industrial Development Authority
                    Single Family Mortgage Revenue Bonds,
  1,775,000              0.000%, 12-31-14                                  Aaa/AAA               736,625
  2,745,000              0.000%, 12-31-16                                  Aaa/AAA             1,008,787
               Phoenix Industrial Development Authority Single
                    Family Mortgage Revenue,
  1,500,000              0.000%, 12-1-14                                   Aaa/AAA               624,375
</PAGE>

<PAGE>

               Sedona Wastewater Municipal Property Corp.
                    Revenue Bonds,
  2,210,000              0.000%, 7-1-24, MBIA Insured                      NR/AAA                483,438
               Tucson & Pima Co. Single Family Mortgage
                    Revenue Bonds
  4,030,000              0.000%, 12-1-14                                   Aaa/AAA             1,687,563
                    Total Zero Coupon Bonds                                                    4,540,788

               U.S. TERRITORIAL BONDS (1.3%)
               Guam Housing Development Corp.
                    Single Family Mortgage Revenue Bonds,
  1,000,000              5.350%, 9-1-18, AMT                               NR/AAA                922,500
               Puerto Rico General Obligation Bonds,
  1,000,000              6.250%, 7-1-10                                    Baa1/A              1,042,500
  2,035,000              6.450%, 7-1-17 (pre-refunded)                     Aaa/AAA             2,213,063
               Puerto Rico General Obligation Bonds,
  2,000,000              0.000%, 7-1-16, MBIA Insured (zero coupon)        Aaa/AAA               767,500
                    Total U.S. Territorial Bonds                                               4,945,563


                    Total Investments (cost $368,542,443)**        99.7%                     369,124,411
                    Other assets in excess of liabilities            .3                        1,114,493
                    Net Assets                                    100.0%                  $  370,238,904
</TABLE>

                    *   Any  security  not  rated  has  been  determined  by the
                        Investment Sub-Advisor to have  sufficient quality to be
                        ranked in the top four credit ratings if a credit rating
                        were to be assigned by a rating service.
                    **  Cost for Federal tax purposes is identical.

                            PORTFOLIO ABBREVIATIONS:

                    AMBAC - American Municipal Bond Assurance Corp.
                    FGIC  - Financial Guaranty Insurance Co.
                    FSA   - Financial Security Assurance Co.
                    MBIA  - Municipal Bond Investors Assurance Corp.

                 See accompanying notes to financial statements.
</PAGE>




<PAGE>
                           TAX-FREE TRUST OF ARIZONA
                      STATEMENT OF ASSETS AND LIABILITIES
                         DECEMBER 31, 1999 (UNAUDITED)

<TABLE>
<S> <C>                                                                                        <C>
ASSETS
    Investments at value (cost $368,542,443)                                                   $ 369,124,411
    Interest receivable                                                                            8,414,228
    Receivable for Trust shares sold                                                                 315,309
    Receivable for investment securities sold                                                        185,000
    Other assets                                                                                       3,060
    Total assets                                                                                 378,042,008

LIABILITIES
    Payable for investment securities purchased                                                    5,845,734
    Payable for Trust shares redeemed                                                                671,588
    Cash overdraft                                                                                   603,964
    Dividends payable                                                                                413,501
    Distribution fees payable                                                                        145,585
    Accrued expenses                                                                                 102,494
    Management fee payable                                                                            20,238
    Total liabilities                                                                              7,803,104

NET ASSETS                                                                                     $ 370,238,904

    Net Assets consist of:
    Capital Stock - Authorized an unlimited number of shares, par value $.01 per share         $     367,029
    Additional paid-in capital                                                                   372,570,217
    Net unrealized appreciation on investments                                                       581,968
    Accumulated net realized loss on investments                                                  (2,805,274)
    Distributions in excess of net investment income                                                (475,036)
                                                                                               $ 370,238,904

CLASS A
    Net Assets                                                                                 $ 366,390,915
    Capital shares outstanding                                                                    36,322,185
    Net asset value and redemption price per share                                             $       10.09
    Offering price per share (100/96 of $10.09 adjusted to nearest cent)                       $       10.51

CLASS C
    Net Assets                                                                                 $   1,803,414
    Capital shares outstanding                                                                       178,552
    Net asset value and offering price per share                                               $       10.10
    Redemption  price per share (*a charge of 1% is  imposed  on the  redemption
      proceeds of the shares, or on the original price, whichever is lower, if redeemed
      during the first 12 months after purchase)                                               $       10.10*

CLASS Y
    Net Assets                                                                                 $   2,044,575
    Capital shares outstanding                                                                       202,168
    Net asset value, offering and redemption price per share                                   $       10.11
</TABLE>

                See accompanying notes to financial statements.
</PAGE>




<PAGE>
                           TAX-FREE TRUST OF ARIZONA
                            STATEMENT OF OPERATIONS
             FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 (UNAUDITED)

<TABLE>
<S>                                                                             <C>               <C>
INVESTMENT INCOME:
        Interest income                                                                           $  10,762,295

Expenses:
        Management fee (note 3)                                                 $     773,994
        Distribution and service fees (note 3)                                        295,960
        Transfer and shareholder servicing agent fees                                 125,000
        Shareholders'meeting, reports and proxy statements                             34,000
        Trustees' fees and expenses                                                    34,000
        Legal fees                                                                     26,000
        Custodian fees                                                                 18,660
        Registration fees and dues                                                     16,000
        Audit and accounting fees                                                      13,000
        Insurance                                                                      10,000
        Miscellaneous                                                                  26,386
                                                                                    1,373,000

        Expenses paid indirectly (note 7)                                             (18,660)
              Net expenses                                                                            1,354,340
              Net investment income                                                                   9,407,955

REALIZED AND UNREALIZED LOSS ON INVESTMENTS:

        Net realized loss from securities transactions                             (2,806,061)
        Change in unrealized appreciation on investments                          (11,156,383)

        Net realized and unrealized loss on investments                                             (13,962,444)
        Net decrease in net assets resulting from operations                                      $  (4,554,489)
</TABLE>

                See accompanying notes to financial statements.
</PAGE>




<PAGE>
                           TAX-FREE TRUST OF ARIZONA
                      STATEMENTS OF CHANGES IN NET ASSETS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED        YEAR ENDED
                                                                      DECEMBER 31, 1999     JUNE 30, 1999
</CAPTION>
<S> <C>                                                                <C>                 <C>
OPERATIONS:
    Net investment income                                              $    9,407,955      $   18,742,956
    Net realized loss from securities transactions                         (2,806,061)          1,824,861
    Change in unrealized appreciation on investments                      (11,156,383)        (11,997,799)
      Change in net assets resulting from operations                       (4,554,489)          8,570,018

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 6):
    Class A Shares:
    Net investment income                                                  (9,477,427)        (18,969,170)
    Net realized gain on investments                                       (1,506,711)         (2,903,122)

    Class C Shares:
    Net investment income                                                     (35,258)            (45,516)
    Net realized gain on investments                                           (7,399)             (8,159)

    Class Y Shares:
    Net investment income                                                     (55,583)            (50,079)
    Net realized gain on investments                                           (8,384)             (1,607)
      Change in net assets from distributions                             (11,090,762)        (21,977,653)

CAPITAL SHARE TRANSACTIONS (NOTE 8):
    Proceeds from shares sold                                              19,026,950          49,036,624
    Reinvested dividends and distributions                                  6,304,260          12,496,044
    Cost of shares redeemed                                               (34,825,359)        (47,486,728)
      Change in net assets from capital share transactions                 (9,494,149)         14,045,940

      Change in net assets                                                (25,139,400)            638,305

NET ASSETS:
    Beginning of period                                                   395,378,304         394,739,999

    End of period                                                      $  370,238,904      $  395,378,304
</TABLE>

See accompanying notes to financial statements.
</PAGE>




<PAGE>
                           TAX-FREE TRUST OF ARIZONA
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. ORGANIZATION

          Tax-Free Trust of Arizona (the "Trust"),  a non-diversified,  open-end
investment  company,  was  organized  on October 17,  1985,  as a  Massachusetts
business  trust  and  commenced  operations  on March  13,  1986.  The  Trust is
authorized  to issue an unlimited  number of shares and,  since its inception to
April 1, 1996,  offered only one class of shares.  On that date, the Trust began
offering  two  additional  classes  of shares,  Class C and Class Y shares.  All
shares  outstanding prior to that date were designated as Class A shares and are
sold with a  front-payment  sales charge and bear an annual service fee. Class C
shares are sold with a  level-payment  sales  charge  with no payment at time of
purchase but level service and distribution fees from date of purchase through a
period of six years  thereafter.  A  contingent  deferred  sales charge of 1% is
assessed to any Class C shareholder  who redeems shares of this Class within one
year  from  the  date of  purchase.  The  Class Y shares  are  only  offered  to
institutions acting for an investor in a fiduciary,  advisory, agency, custodian
or similar  capacity and are not offered directly to retail  investors.  Class Y
shares are sold at net asset value  without any sales charge,  redemption  fees,
contingent deferred sales charge or distribution or service fees. On October 31,
1997 the Trust  established  Class I shares,  which  are  offered  and sold only
through  financial  intermediaries  and  are  not  offered  directly  to  retail
investors.  At December 31, 1999, there were no Class I shares outstanding.  All
classes of shares  represent  interests in the same portfolio of investments and
are identical as to rights and  privileges but differ with respect to the effect
of sales  charges,  the  distribution  and/or  service fees borne by each class,
expenses specific  to each class,  voting  rights on matters  affecting a single
class and the  exchange  privileges  of each class.

2.  SIGNIFICANT ACCOUNTING POLICIES

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

a)   PORTFOLIO  VALUATION:  Municipal securities which have remaining maturities
     of more than 60 days are valued at fair value each  business day based upon
     information provided by a nationally prominent  independent pricing service
     and periodically  verified through other pricing  services;  in the case of
     securities for which market  quotations are readily  available,  securities
     are  valued at the mean of bid and  asked  quotations  and,  in the case of
     other securities,  at fair value determined under procedures established by
     and under the  general  supervision  of the Board of  Trustees.  Securities
     which mature in 60 days or less are valued at amortized  cost if their term
     to  maturity  at  purchase  was 60 days or  less,  or by  amortizing  their
     unrealized  appreciation or depreciation on the 61st day prior to maturity,
     if their term to maturity at purchase exceeded 60 days.

</PAGE>

<PAGE>


b)   SECURITIES   TRANSACTIONS  AND  RELATED   INVESTMENT   INCOME:   Securities
     transactions are recorded on the trade date. Realized gains and losses from
     securities transactions are reported on the identified cost basis. Interest
     income  is  recorded  daily  on  the  accrual  basis  and is  adjusted  for
     amortization  of premium and accretion of original issue  discount.  Market
     discount is recognized upon disposition of the security.

c)   FEDERAL  INCOME  TAXES:  It is the  policy  of the  Trust to  qualify  as a
     regulated  investment  company  by  complying  with the  provisions  of the
     Internal Revenue Code applicable to certain investment companies. The Trust
     intends to make  distributions of income and securities  profits sufficient
     to relieve it from all, or  substantially  all,  Federal  income and excise
     taxes.

d)   ALLOCATION OF EXPENSES:  Expenses,  other than class-specific expenses, are
     allocated daily to each class of shares based on the relative net assets of
     each class. Class-specific expenses, which include distribution and service
     fees and any other items that are  specifically  attributed to a particular
     class, are charged directly to such class.

e)   USE OF ESTIMATES:  The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities  and  disclosure of  contingent  assets and l iabilities at the
     date of the financial  statements and the reported amounts of increases and
     decreases in net assets from operations during the reporting period. Actual
     results could differ from those estimates.

3. FEES AND RELATED PARTY TRANSACTIONS

a)        MANAGEMENT ARRANGEMENTS:

          Aquila Management Corporation (the "Manager"), the Trust's founder and
sponsor,   serves  as  the  Manager   for  the  Trust  under  an  Advisory   and
Administration  Agreement with the Trust. The portfolio  management of the Trust
has been delegated to a Sub-Adviser as described  below.  Under the Advisory and
Administrative  Agreement,  the Manager provides all administrative  services to
the Trust, other than those relating to the day-to-day portfolio management. The
Manager's  services  include  providing  the office of the Trust and all related
services as well as overseeing  the  activities of the  Sub-Adviser  and all the
various support  organizations  to the Trust such as the  shareholder  servicing
agent, custodian, legal counsel, auditors and distributor. For its services, the
Manager is entitled to receive a fee which is payable monthly and computed as of
the close of  business  each day at the annual rate of 0.40 of 1% on the Trust's
net assets.

          Banc One Investment Advisors Corporation (the "Sub-Adviser") serves as
the Investment  Sub-Adviser for the Trust under a Sub-Advisory Agreement between
the  Manager  and  the  Sub-Adviser.   Under  this  agreement,  the  Sub-Adviser
continuously  provides,  subject to  oversight  of the  Manager and the Board of
Trustees of the Trust,  the investment  program of the Trust and the composition
of its portfolio,  arranges for the purchases and sales of portfolio securities,
maintains  the Trust's  accounting  books and  records,  and  provides for daily
pricing of the Trust's portfolio.  For its services, the Sub-Adviser is entitled
to receive a fee from the Manager  which is payable  monthly and  computed as of
the close of  business  each day at the annual rate of 0.20 of 1% on the Trust's
net assets.

</PAGE>

<PAGE>


          For the six months ended  December 31, 1999,  the Trust  incurred fees
for advisory and administrative services of $773,994.

          Specific details as to the nature and extent of the services  provided
by the  Manager  and the  Sub-Adviser  are more  fully  defined  in the  Trust's
Prospectus and Statement of Additional Information.

b)        DISTRIBUTION AND SERVICE FEES:

            The Trust has adopted a Distribution  Plan (the "Plan")  pursuant to
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940. Under one part
of the Plan,  with respect to Class A Shares,  the Trust is  authorized  to make
service  fee  payments  to broker-dealers  or  others  ("Qualified  Recipients")
selected by Aquila Distributors, Inc.  ("the  Distributor")  including,  but not
limited to, any principal  underwriter of the Trust, with which the  Distributor
has  entered  into  written   agreements contemplated by the Rule and which have
rendered  assistance in the distribution  and/or retention of the Trust's shares
or  servicing  of  shareholder accounts. The Trust makes payment of this service
fee at the annual rate of 0.15% of the Trust's average net assets represented by
Class  A  Shares.  For  the six months ended December 31, 1999,  service fees on
Class A Shares amounted to $287,312, of which the Distributor received $11,958.

            Under  another  part of the Plan,  the Trust is  authorized  to make
payments  with  respect  to Class C Shares to  Qualified  Recipients  which have
rendered  assistance in the distribution and/or retention of the Trust's Class C
shares or  servicing of  shareholder  accounts.  These  payments are made at the
annual rate of 0.75% of the Trust's net assets represented by Class C Shares and
for the six months ended  December 31,  1999,  amounted to $6,486.  In addition,
under a Shareholder  Services  Plan, the Trust is authorized to make service fee
payments  with respect to Class C Shares to Qualified  Recipients  for providing
personal services and/or  maintenance of shareholder  accounts.  Th ese payments
are made at the annual rate of 0.25% of the Trust's  net assets  represented  by
Class C Shares and for the six months  ended  December  31,  1999,  amounted  to
$2,162.  The total of these payments with respect to Class C Shares  amounted to
$8,648, of which the Distributor received $5,515.

            Specific  details  about  the Plans are more  fully  defined  in the
Trust's Prospectus and Statement of Additional Information.

            Under  a  Distribution  Agreement,  the  Distributor  serves  as the
exclusive  distributor of the Trust's  shares.  Through  agreements  between the
Distributor and various broker-dealer firms ("dealers"),  the Trust's shares are
sold  primarily  through the  facilities of these dealers  having offices within
Arizona, with the bulk of sales commissions inuring to such dealers. For the six
months ended December 31, 1999, the Distributor  received commissions of $69,841
on sales of Class A shares.

</PAGE>

<PAGE>

4. PURCHASES AND SALES OF SECURITIES

          During the six months ended December 31, 1999, purchases of securities
and  proceeds  from  the  sales  of  securities   aggregated   $37,878,679   and
$46,664,170, respectively.

          At December 31, 1999, aggregate gross unrealized  appreciation for all
securities in which there is an excess of market value over tax cost amounted to
$8,152,451 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over market  value  amounted to  $7,570,483
for a net unrealized appreciation of $581,968.

5. PORTFOLIO ORIENTATION

          Since the Trust invests  principally and may invest entirely in double
tax-free  municipal  obligations  of issuers  within  Arizona,  it is subject to
possible risks  associated with economic,  political,  or legal  developments or
industrial  or regional  matters  specifically  affecting  Arizona and  whatever
effects these may have upon Arizona issuers' ability to meet their  obligations.
The Trust is also permitted to invest in U.S. territorial  municipal obligations
meeting  comparable quality standards and providing incom e which is exempt from
both regular  Federal and Arizona income taxes.  The general policy of the Trust
is to invest in such  securities  only when  comparable  securities  of  Arizona
issuers  are  not  available in the market.  At December 31, 1999, the Trust had
1.3% of its net assets invested in four such municipal issues.

6. DISTRIBUTIONS

          The Trust  declares  dividends  daily from net  investment  income and
makes payments monthly in additional shares at the net asset value per share, in
cash, or in a combination  of both, at the  shareholder's  option.  Net realized
capital gains, if any, are distributed annually and are taxable.

          The Trust intends to maintain,  to the maximum  extent  possible,  the
tax-exempt  status  of  interest  payments  received  from  portfolio  municipal
securities in order to allow dividends paid to shareholders  from net investment
income to be exempt  from  regular  Federal and State of Arizona  income  taxes.
However,  due to differences  between financial  statement reporting and Federal
income tax reporting  requirements,  distributions  made by the Trust may not be
the same as the Trust's net investment  income,  and/or net realized  securities
gains.  Further, a small portion of the dividends may, under some circumstances,
be subject to taxes at ordinary  income and/or  capital gain rates.  For certain
shareholders,  some dividend income may, under some circumstances, be subject to
the alternative minimum tax.

7. EXPENSES

          The  Trust has  negotiated  an  expense  offset  arrangement  with its
custodian  wherein it receives credit toward the reduction of custodian fees and
other Trust expenses whenever there are uninvested cash balances.  The Statement
of  Operations  reflects  the total  expenses  before any offset,  the amount of
offset and the net expenses. It is the general intention of the Trust to invest,
to the extent  practicable,  some or all of cash  balances  in  income-producing
assets rather than leave cash on deposit.

</PAGE>

<PAGE>


8. CAPITAL SHARE TRANSACTIONS

          Transactions in Capital Shares of the Trust were as follows:

<TABLE>
<CAPTION>
                                                SIX MONTHS  ENDED                         YEAR ENDED
                                                DECEMBER 31, 1999                       JUNE 30, 1999
                                            SHARES             AMOUNT             SHARES             AMOUNT
</CAPTION>
<S> <C>                                   <C>             <C>                   <C>              <C>
CLASS A SHARES:
    Proceeds from shares sold              1,773,407      $  18,336,384          4,164,887       $ 45,185,020
    Reinvested distributions                 606,671          6,221,961          1,146,007         12,417,382
    Cost of shares redeemed               (3,328,489)       (34,266,120)        (4,303,789)       (46,633,346)
      Net change                            (948,411)        (9,707,775)         1,007,105         10,969,056
CLASS C SHARES:
    Proceeds from shares sold                 53,377            557,131            107,822          1,169,532
    Reinvested distributions                   2,808             28,821              2,590             28,041
    Cost of shares redeemed                   (5,282)           (54,260)           (55,973)          (597,882)
    Net change                                50,903            531,692             54,439            599,691
CLASS Y SHARES:
    Proceeds from shares sold                 12,772            133,435            246,354          2,682,072
    Reinvested distributions                   5,181             53,478              4,703             50,621
    Cost of shares redeemed                  (48,326)          (504,979)           (23,725)          (255,500)
    Net change                               (30,373)          (318,066)           227,332          2,477,193
Total transactions in Trust
    shares                                  (927,881)     $  (9,494,149)         1,288,876       $ 14,045,940
</TABLE>



SHAREHOLDER MEETING RESULTS (UNAUDITED)

The Annual  Meeting of  Shareholders  of Tax-Free Trust of Arizona (the "Trust")
was held on November 19,  1999.  The holders of shares  representing  65% of the
total net asset value of the shares  entitled to vote were  present in person or
by proxy. At the meeting,  the following matters were voted upon and approved by
the shareholders  (the resulting votes for each matter are presented  below).

1. To elect Trustees.

<TABLE>
<CAPTION>
                                        NUMBER OF VOTES                                        NUMBER OF VOTES
        TRUSTEE                    FOR            WITHHELD       TRUSTEE                  FOR           WITHHELD
</CAPTION>
        <S>                        <C>            <C>            <C>                      <C>           <C>
        Lacy B. Herrmann           249,117,072    3,398,318      Diana P. Herrmann        248,933,720   3,581,670
        Arthur K. Carlson          249,565,031    2,950,359      John C. Lucking          249,992,718   2,522,672
        Thomas W. Courtney         249,871,013    2,644,377      Anne J. Mills            249,291,601   3,223,789
        William L. Ensign          249,742,685    2,772,705
</TABLE>
2.    To ratify the selection of KPMG LLP as the Trust's independent auditors.

        Number of Votes:          FOR           AGAINST           ABSTAIN
                              246,440,496       565,689          5,509,216
</PAGE>




<PAGE>
                           TAX-FREE TRUST OF ARIZONA
                              FINANCIAL HIGHLIGHTS
                                  (UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                                        CLASS A(1)
                                                          SIX MONTHS
                                                             ENDED                         YEAR ENDED JUNE 30,
                                                           12/31/99      1999        1998        1997        1996        1995
<S> <C>                                                    <C>         <C>         <C>         <C>         <C>         <C>
Net Asset Value, Beginning of Period                        $10.51      $10.86      $10.58      $10.38      $10.37      $10.16
Income from Investment Operations:
    Net investment income                                    0.25        0.51        0.52        0.53        0.55        0.56
    Net gain (loss) on securities (both realized and
      unrealized)                                           (0.37)      (0.26)       0.29        0.22        0.01        0.21

    Total from Investment Operations                        (0.12)       0.25        0.81        0.75        0.56        0.77

Less Distributions (note 6):
    Dividends from net investment income                    (0.26)      (0.52)      (0.53)      (0.55)      (0.55)      (0.56)
    Distributions from capital gains                        (0.04)      (0.08)        -           -           -           -

    Total Distributions                                     (0.30)      (0.60)      (0.53)      (0.55)      (0.55)      (0.56)

Net Asset Value, End of Period                              $10.09      $10.51      $10.86      $10.58      $10.38      $10.37

Total Return (not reflecting sales charge)(%)               (1.17)+      2.23        7.83        7.36        5.49        7.89

Ratios/Supplemental Data
    Net Assets, End of Period ($ thousands)                366,391     391,586     393,887     391,737     389,083     380,745
    Ratio of Expenses to Average Net Assets (%)              0.71*       0.71        0.73        0.73        0.73        0.74
    Ratio of Net Investment Income to Average Net
      Assets (%)                                             4.86*       4.66        4.81        5.02        5.30        5.55
    Portfolio Turnover Rate (%)                              9.93+      16.66       19.68       19.98       27.37       34.44

The expense ratios after giving effect to the expense offset for uninvested cash balances were:

    Ratio of Expenses to Average Net Assets (%)              0.70*       0.70        0.72        0.72        0.72        0.74
</TABLE>

(1) Designated as Class A Shares on April 1, 1996.
+   Not Annualized.
*   Annualized.


                See accompanying notes to financial statements.
</PAGE>




<PAGE>
                           TAX-FREE TRUST OF ARIZONA
                        FINANCIAL HIGHLIGHTS (CONTINUED)
                                  (UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
                                                           CLASS C(1)                                      CLASS Y(1)
                                              SIX MONTHS                       PERIOD(2)   SIX MONTHS                      PERIOD(2)
                                                ENDED     YEAR ENDED JUNE 30,    ENDED       ENDED     YEAR ENDED JUNE 30,   ENDED
                                               12/31/99  1999    1998    1997   6/30/96    12/31/99  1999    1998    1997   6/30/96
</CAPTION>
<S> <C>                                         <C>     <C>     <C>     <C>     <C>        <C>      <C>     <C>     <C>     <C>
Net Asset Value, Beginning of Period            $10.52  $10.88  $10.60  $10.38  $10.45     $10.53   $10.89  $10.59  $10.38  $10.45

Income from Investment Operations:
  Net investment income                          0.21    0.42    0.43    0.44    0.13       0.26     0.51    0.58    0.70    0.15
  Net gain (loss) on securities (both realized
    and unrealized)                             (0.38)  (0.28)   0.29    0.23   (0.07)     (0.37)   (0.26)   0.31    0.21   (0.07)

  Total from Investment Operations              (0.17)   0.14    0.72    0.67    0.06      (0.11)    0.25    0.89    0.91    0.08

Less Distributions (note 6):
  Dividends from net investment income          (0.21)  (0.42)  (0.44)  (0.45)  (0.13)     (0.27)   (0.53)  (0.59)  (0.70)  (0.15)
  Distributions from capital gains              (0.04)  (0.08)    -       -       -        (0.04)   (0.08)    -       -       -

  Total Distributions                           (0.25)  (0.50)  (0.44)  (0.45)  (0.13)     (0.31)   (0.61)  (0.59)  (0.70)  (0.15)

Net Asset Value, End of Period                  $10.10  $10.52  $10.88  $10.60  $10.38     $10.11   $10.53  $10.89  $10.59  $10.38

Total Return (not reflecting sales charge) (%)  (1.59)+  1.26    6.90    6.64    0.57+     (1.09)+   2.28    8.63    9.10    0.76+

Ratios/Supplemental Data
  Net Assets, End of Period ($ thousands)       1,803   1,343     797     200       6      2,045    2,450      57     0.1     0.1
  Ratio of Expenses to Average Net Assets (%)    1.55*   1.56    1.57    1.58    0.40+      0.56*    0.56    0.58    0.58    0.15+
  Ratio of Net Investment Income to Average
    Net Assets (%)                               3.99*   3.79    3.89    4.17    1.17+      5.00*    4.87    4.96    5.17    1.42+
  Portfolio Turnover Rate (%)                    9.93+  16.66   19.68   19.98    27.37      9.93+   16.66   19.68   19.98   27.37

The expense ratios after giving effect to the expense offset for uninvested cash
balnaces were:

  Ratio of Expenses to Average Net Assets (%)    1.54*   1.55    1.56    1.57    0.40+      0.55*    0.55    0.57    0.57    0.15+
</TABLE>

(1) New Class of Shares  established on April 1, 1996.
(2) From April 1, 1996 to June 30, 1996.
 +  Not annualized.
 *  Annualized.



                See accompanying notes to financial statements.
</PAGE>


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