TAX FREE FUND FOR UTAH
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
        ZIONS FIRST NATIONAL BANK
        One South Main Street
        Salt Lake City, Utah  84111

BOARD OF TRUSTEES
        Lacy B. Herrmann, Chairman
        Gary C. Cornia
        William L. Ensign
        Diana P. Herrmann
        Anne J. Mills
        R. Thayne Robson

OFFICERS
        Diana P. Herrmann, President
        Jerry G. McGrew, Senior Vice President
        Kimball L. Young, Senior 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

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

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

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

[Logo of Tax-Free Fund For Utah: a rectangle containing desert boulders with a
sun rising behind it]

                               TAX-FREE FUND FOR
                                      UTAH

                          A TAX-FREE INCOME INVESTMENT

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

ONE OF THE
AQUILAsm GROUP OF FUNDS
</PAGE>





<PAGE>
[Logo of Tax-Free Fund For Utah: a rectangle containing desert boulders with a
sun rising behind it]

                             TAX-FREE FUND FOR UTAH

                               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 Fund for Utah.

            We know from our surveys that most of the  shareholders  of Tax-Free
Fund for Utah 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  Fund pays  considerable  attention.  Just  like the  United
Airlines announcement, "we take special care to ensure your safety" with all the
municipal securities in the Fund.

            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  Fund for Utah, 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
Fund'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 Fund.

            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 over 80% of the  total
assets in the portfolio of your Fund.

            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 Fund
for Utah to be at a somewhat  intermediate  level - currently  18.5 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 Fund,  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 Fund for Utah.

RELIABILITY OF PAYMENTS

            We also  recognize  that most of our  shareholders  depend  upon the
monthly tax-free income produced by Tax-Free Fund for Utah. Shareholders want to
know that the income  from the Fund 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 Fund for Utah. 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 FUND FOR UTAH
                            STATEMENT OF INVESTMENTS
                         DECEMBER 31, 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     RATING
    FACE                                                                            MOODY'S/
   AMOUNT       GENERAL OBLIGATION BONDS (16.3%)                                      S&P               VALUE
</CAPTION>
<S>            <C>  <C>  <C>                                                         <C>            <C>
               CITY AND COUNTY (8.5%)
$   405,000    Brian Head, Utah, 6.500%, 03/15/24                                    NR/NR*         $    397,913
  2,095,000    Clearfield City, Utah, MBIA Insured,
                    5.125%, 02/01/18                                                 NR/AAA            1,880,262
    295,000    Hurricane, Utah, Asset Guaranty Insured,
                    5.400%, 11/01/09                                                 NR/AA               295,000
    300,000    Weber County, Utah Unlimited Tax,
                    FGIC Insured, 5.625%, 1/15/11                                    Aaa/AAA             302,250
    400,000    Washington County Pennsylvania
                    7.350%, 06/01/13                                                 NR/NR*              386,000
                                                                                                       3,261,425

               SCHOOL DISTRICT (7.8%)
  1,000,000    Jackson & Williamson County, Illinois School District,
                    AMBAC Insured, 6.250%, 12/01/15                                  Aaa/AAA           1,035,000
  1,000,000    Jackson & Williamson County, Illinois School District,
                    AMBAC Insured, 6.500%, 12/01/18                                  Aaa/AAA           1,045,000
  1,000,000    Kings Loc School District, Ohio School District G.O
                    5.650%, 12/01/24                                                 NR/NR*              926,250
                                                                                                       3,006,250
                    Total General Obligation Bonds                                                     6,267,675

               REVENUE BONDS (80.4%)
               EDUCATION (8.4%)
    380,000    New Hampshire Higher Education, Androscoggin
                    Hospital, 5.800%, 11/01/27                                       NR/A-               337,725
    375,000    Southern Utah University Revenue
                    6.300%, 06/01/16                                                 NR/NR*              374,063
    200,000    University of Utah Revenue Refunding, (Biology Research
                    Facilities), MBIA Insured, 5.500%, 04/01/11                      Aaa/AAA             200,250
  2,885,000    Utah State Board of Regents, University of Utah,
                    MBIA Insured, 4.750%, 04/01/25                                   Aaa/AAA           2,315,212
                                                                                                       3,227,250

               HOSPITAL (17.3%)
    515,000    Abilene Texas Hospital Authority, Hendrick
                    Medical Center, escrowed to maturity,
                    9.600%, 12/01/12                                                 NR/AAA              643,106
  2,000,000    Bountiful, Utah Hospital Revenue, IHC Health Services,
                    5.750%, 12/15/18                                                 NR/NR*            1,707,500
</PAGE>

<PAGE>

    315,000    California Health Facilities, Hospital of the Good
                    Samaritan, 7.000%, 09/01/21                                      Baa2/BBB            317,363
    250,000    Maricopa County Arizona, MBIA Insured, escrowed
                    to maturity, 7.000%, 12/01/13                                    Aaa/AAA             259,365
  2,000,000    Utah County, Utah Hospital Revenue, IHC Health
                    Services, MBIA Insured, 5.250%, 08/15/21                         Aaa/AAA           1,785,000
  1,090,000    Utah County, Utah Hospital Revenue, IHC Health
                    Services MBIA Insured, 5.250%, 08/15/26                          Aaa/AAA             955,112
    500,000    Weber County, Utah Hospital Revenue, IHC Health
                    Services, 5.000%, 08/15/30                                       Aa2/AA              404,375
    500,000    Wisconsin State Health, Hess Memorial Hospital,
                    7.875%, 11/01/22                                                 NR/NR*              531,875
                                                                                                       6,603,696

               INDUSTRIAL DEVELOPMENT (1.1%)
    250,000    Sandy City, Utah Industrial Development, H Shirl Wright
                    Project, LOC Olympus Bank, 6.125%, 08/01/16                      NR/AAA              254,375
    170,000    West Valley City, Utah Development Agency
                    Tax Inc., 6.000%, 03/01/24                                       NR/A-               165,750
                                                                                                         420,125

               LEASE (12.9%)
  1,000,000    Logan, Utah Municipal Building  Authority,
                    AMBAC Insured, 5.200%, 04/01/18                                  Aaa/NR              908,750
    700,000    Salt Lake County, Utah Municipal Building
                    Authority, AMBAC Insured, 5.000%, 10/01/12                       Aaa/AAA             663,250
    150,000    Salt Lake County, Utah Municipal Building  Authority,
                    Lease Revenue A, 5.850%, 10/01/17                                Aa3/AA-             148,875
  1,020,000    Salt Lake City, Utah Municipal Building  Authority,
                    6.000%, 10/15/14                                                 Aa3/A+            1,046,775
    350,000    Utah State Building Ownership Authority,
                    5.750%, 08/15/08                                                 Aa/AA               353,938
  2,000,000    Utah State Building Ownership Authority,
                    FSA Insured, 5.250%, 5/15/20                                     Aaa/AAA           1,827,500
                                                                                                       4,949,088

               MORTGAGE (13.3%)
    500,000    Boulder County Colorado, Multi Family Housing,
                    6.250%, 06/01/19                                                 NR/NR*              456,250
    630,000    Colorado Housing Authority
                    6.750%, 10/01/21                                                 Aa2/NR              665,437
</PAGE>

<PAGE>


    215,000    Idaho Housing Finance Agency
                    FHA, VA, FMHA Mortgages 6.400%, 07/01/11                         Aa1/NR              218,225
    185,000    Idaho Housing Finance Agency
                    FHA, VA, FMHA Mortgage 6.600%, 07/01/15                          Aaa/NR              192,863
    275,000    Nevada Housing Division FHA/VA Mortgages
                    6.55%, 10/01/11                                                  Aa2/NR              284,969
    260,000    Utah State Housing Finance Agency, Single Family
                    Housing Mortgage Revenue, Series E-1,
                    6.600%, 07/01/11                                                 NR/AA               265,525
    215,000    Utah State Housing Finance Agency, Single Family
                    Housing Mortgage Revenue, Series 1994C,
                    6.350%, 07/01/11                                                 Aa2/NR              219,300
    310,000    Utah State Housing Finance Agency, Single Family
                    Housing Mortgage Revenue, 7.250%, 07/01/11                       Aa2/AA              323,562
    655,000    Utah State Housing Finance Agency, Single Family
                    Housing Mortgage Revenue, 6.900%, 07/01/12                       NR/AAA              673,013
    960,000    Utah State Housing Finance Agency, Single Family
                    Housing Mortgage Revenue, Series 1994C,
                    5.650%, 07/01/16                                                 Aaa/AAA             921,600
    650,000    Washington State Housing, Single Family Housing
                    Mortgage Revenue, 6.050%, 12/01/16                               Aaa/NR              649,187
    225,000    Wisconsin Housing and Economic Development,
                    Series C, MBIA Insured 5.800%, 11/01/13                          Aaa/AAA             223,875
                                                                                                       5,093,806

               TRANSPORTATION (5.5%)
    875,000    Salt Lake City, Utah Airport Revenue, FGIC Insured,
                    Series B, 5.875%, 12/01/12                                       Aaa/AAA             893,594
    285,000    Salt Lake City, Utah Airport Revenue, FGIC Insured,
                    Series B, 5.875%, 12/01/18                                       Aaa/AAA             286,425
  1,000,000    Utah Transit Authority Sales Tax  Revenue FSA Insured,
                    5.375%, 06/15/22                                                 NR/AAA              913,750
                                                                                                       2,093,769

               WATER AND SEWER (19.0%)
    295,000    Ashley Valley, Utah, AMBAC Insured,
                    9.500%, 01/01/08                                                 Aaa/AAA             348,100
  1,000,000    Detroit Michigan Sewer Disp Re Water and Sewer
                    Services FGIC Insured, zero coupon, 07/01/20                     Aaa/AAA             281,250
</PAGE>

<PAGE>



   670,000    Granger & Hunter Water Revenue, Utah,
                    FSA Insured, 4.625%, 03/01/11                                    Aaa/AAA             616,400
    300,000    St. George, Utah Water Revenue, AMBAC Insured,
                    5.375%, 06/01/16                                                 Aaa/AAA             284,250
  1,000,000    St. George, Utah Interlocal Agency Revenue,
                    AMBAC Insured, 5.125%, 12/01/17                                  NR/AAA              893,750
    500,000    Salt Lake City, Utah Water And Sewer Revenue,
                    AMBAC Insured 5.750%, 02/01/13                                   Aaa/AAA             502,500
  4,000,000    Timpanogos, Utah Water & Sewer Revenue,
                    MBIA Insured, 5.00%, 06/01/19                                    Aaa/AAA           3,470,000
  1,000,000    Utah Water Finance Agency Revenue, Series A
                    MBIA Insured, 5.300%, 10/01/23                                   Aaa/AAA             902,500
                                                                                                       7,298,750

               UTILITY (2.9%)
    790,000    Utah Association Municipal Power Systems
                    Revenue, 5.250%, 12/01/09                                        NR/A                772,225
    350,000    Utah Association Municipal Power Systems Revenue,
                    AMBAC Insured, 5.500%, 12/01/13                                  Aaa/AAA             345,187
                                                                                                       1,117,412

                         Total Revenue Bonds                                                          30,803,896

                         Total Investments (cost $39,910,087**)                 96.7%                 37,071,571
                         Other assets in excess of liabilities                   3.3                   1,261,256
                         Net Assets                                            100.0%               $ 38,332,827
</TABLE>

               (*)       Any security not rated must be determined by the
                         Investment Sub-Adviser to have sufficient quality to be
                         ranked in the top four 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
                         MBIA  - Municipal Bond Investors Assurance Corp.


                     See accompanying notes to financial statements.
</PAGE>




<PAGE>
                             TAX-FREE FUND FOR UTAH
                      STATEMENT OF ASSETS AND LIABILITIES
                         DECEMBER 31, 1999 (UNAUDITED)

<TABLE>
<S> <C>                                                                                     <C>
ASSETS
    Investments at value (cost $39,910,087)                                                 $ 37,071,571
    Cash                                                                                          88,943
    Receivable for investment securities sold                                                    730,000
    Interest receivable                                                                          550,036
    Due from Manager for reimbursement of expenses (note 3)                                        9,958
    Total assets                                                                              38,450,508

LIABILITIES
    Dividends payable                                                                             47,148
    Payable for Fund shares redeemed                                                              29,461
    Distribution fees payable                                                                     24,235
    Accrued expenses                                                                              16,315
    Management fee payable                                                                           522
    Total liabilities                                                                            117,681

NET ASSETS                                                                                  $ 38,332,827

    Net Assets consist of:
    Capital Stock - Authorized an unlimited number of shares, par value $.01 per share      $     41,617
    Additional paid-in capital                                                                42,157,617
    Net unrealized depreciation on investments                                                (2,838,516)
    Accumulated net realized loss on investments                                                (865,620)
    Distributions in excess of net investment income                                            (162,271)
                                                                                            $ 38,332,827

CLASS A
    Net Assets                                                                              $ 37,339,212
    Capital shares outstanding                                                                 4,053,713
    Net asset value and redemption price per share                                          $       9.21
    Offering price per share (100/96 of $9.21 adjusted to nearest cent)                     $       9.59

CLASS C
    Net Assets                                                                              $    989,338
    Capital shares outstanding                                                                   107,485
    Net asset value and offering price per share                                            $       9.20
    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)                                   $       9.20*

CLASS Y
    Net Assets                                                                              $      4,277
    Capital shares outstanding                                                                       464
    Net asset value, offering and redemption price per share                                $       9.22
</TABLE>

                See accompanying notes to financial statements.
</PAGE>




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

<TABLE>
<S>     <C>                                                       <C>                <C>
INVESTMENT INCOME:
        Interest income                                                              $  1,207,318

Expenses:

        Management fee (note 3)                                   $    114,651
        Distribution and service fees (note 3)                          51,512
        Legal fees                                                      23,000
        Shareholders' reports and proxy statements                      14,000
        Custodian fees                                                  13,041
        Transfer and shareholder servicing agent fees                   12,500
        Trustees' fees and expenses                                     10,000
        Audit and accounting fees                                        9,000
        Registration fees and dues                                       5,000
        Insurance                                                        1,000
        Miscellaneous                                                    7,000
                                                                       260,704

        Management fee waived (note 3)                                 (89,249)
        Reimbursement of expenses by Manager (note 3)                  (64,645)
        Expenses paid indirectly (note 7)                              (10,302)
              Net expenses                                                                 96,508
              Net investment income                                                     1,110,810

REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
        Net realized loss from securities transactions                (865,616)
        Change in unrealized depreciation on investments            (1,895,103)

        Net realized and unrealized loss on investments                                (2,760,719)
        Net decrease in net assets resulting from operations                         $ (1,649,909)
</TABLE>

                See accompanying notes to financial statements.
</PAGE>




<PAGE>
                             TAX-FREE FUND FOR UTAH
                      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>                 <C>
OPERATIONS:
    Net investment income                                          $   1,110,810       $   2,327,932
    Net realized gain (loss) from securities transactions               (865,616)            762,330
    Change in unrealized depreciation on investments                  (1,895,103)         (2,618,527)
        Change in net assets from operations                          (1,649,909)            471,735

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 6):
    Class A Shares:
    Net investment income                                             (1,198,042)         (2,298,984)
    Net realized gain on investments                                    (232,324)             -

    Class C Shares:
    Net investment income                                                (31,218)            (65,213)
    Net realized gain on investments                                      (6,289)             -

    Class Y Shares:
    Net investment income                                                   (120)            (20,603)
    Net realized gain on investments                                         (27)             -
      Change in net assets from distributions                         (1,468,020)         (2,384,800)

CAPITAL SHARE TRANSACTIONS (NOTE 8):
    Proceeds from shares sold                                          2,326,318          45,921,189
    Reinvested dividends and distributions                               901,254           1,427,466
    Cost of shares redeemed                                          (10,700,011)        (28,989,047)
        Change in net assets from capital share transactions          (7,472,439)         18,359,608
        Change in net assets                                         (10,590,368)          16,446,543

NET ASSETS:
    Beginning of period                                               48,923,195          32,476,652

    End of period                                                  $ 38,332,827        $  48,923,195
</TABLE>

                See accompanying notes to financial statements.
</PAGE>




<PAGE>
                             TAX-FREE FUND FOR UTAH
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. ORGANIZATION

          Tax-Free  Fund For Utah  (the  "Fund"),  a  non-diversified,  open-end
investment  company,  was  organized  on December  12,  1990 as a  Massachusetts
business trust and commenced operations on July 24, 1992. The Fund is authorized
to issue an unlimited number of shares and, since its inception to May 21, 1996,
offered  only one class of shares.  On that date,  the Fund 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 Fund 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 Fund 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  Fund  to  qualify  as a
     regulated  investment  company  by  complying  with the  provisions  of the
     Internal Revenue Code applicable to certain investment companies.  The Fund
     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 liabilities 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 Fund's founder and
sponsor, serves as the Manager for the Fund under an Advisory and Administration
Agreement with the Fund. The portfolio management of the Fund has been delegated
to a  Sub-Adviser  as described  below.  Under the  Advisory and  Administration
Agreement,  the Manager provides all administrative  services to the Fund, other
than those  relating  to the  day-to-day  portfolio  management.  The  Manager's
services  include  providing the office of the Fund and all related  services as
well as overseeing the activities of the Sub-Adviser and all the various support
organizations  to theFund such as the shareholder  servicing  agent,  custodian,
legal counsel,  auditors and distributor and additionally maintaining the Fund's
accounting  books and  records.  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 0.50 of 1% on the Fund's net assets.

          Zions First National Bank (the "Sub-Adviser") serves as the Investment
Sub-Adviser for the Fund 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 Fund,  the
investment  program of the Fund and the  composition of its portfolio,  arranges
for the  purchases  and sales of  portfolio  securities,  and provides for daily
pricing of the Fund'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 0.23 of 1% on the Fund's
net assets.

</PAGE>

<PAGE>


          For the six months ended December 31, 1999, the Fund incurred fees for
advisory  and   administrative   services  of  $114,651  of  which  $89,249  was
voluntarily  waived.  Additionally,  the Manager voluntarily agreed to reimburse
the Fund for other expenses during this period in the amount of $64,645. Of this
amount,  $54,687 was paid prior to  December  31, 1999 and the balance of $9,958
was paid in early January 2000.

          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  Fund's
Prospectus and Statement of Additional Information.

b)        DISTRIBUTION AND SERVICE FEES:

          The Fund 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 Fund 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 Fund,  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 Fund's  shares or  servicing  of
shareholder  accounts.  The Fund makes payment of this service fee at the annual
rate of 0.20% of the Fund'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 $44,442, of which the Distributor received $980.

          Under  another  part  of the  Plan,  the  Fund 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 Fund's Class C
shares or  servicing of  shareholder  accounts.  These  payments are made at the
annual rate of 0.75% of the Fund's net assets  represented by Class C Shares and
for the six months ended  December 31,  1999,  amounted to $5,303.  In addition,
under a Shareholder  Services  Plan,  the Fund 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. These payments are
made at the annual rate of 0.25% of the Fund's net assets represented by Class C
Shares and for the six months ended December 31, 1999,  amounted to $1,767.  The
total of these  payments with respect to Class C Shares  amounted to $7,070,  of
which the Distributor received $3,906.

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

          Under  a  Distribution  Agreement,   the  Distributor  serves  as  the
exclusive  distributor  of the Fund's  shares.  Through  agreements  between the
Distributor and various  broker-dealer firms ("dealers"),  the Fund's shares are
sold  primarily  through the  facilities of these dealers  having offices within
Utah, with the bulk of sales  commissions  inuring to such dealers.  For the six
months ended December 31, 1999, the Distributor  received  commissions of $6,218
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   $13,237,056   and
$23,093,627, 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
$183,692 and aggregate gross unrealized depreciation for all securities in which
there is an excess of tax cost over market value amounted to  $3,022,208,  for a
net unrealized depreciation of $2,838,516.

5. PORTFOLIO ORIENTATION

          Since the Fund invests  principally  and may invest entirely in double
tax-free municipal obligations of issuers within Utah, it is subject to possible
risks associated with economic,  political,  or legal developments or industrial
or regional matters  specifically  affecting Utah and whatever effects these may
have upon Utah issuers' ability to meet their obligations.

          The Fund is also permitted to invest in tax-free municipal obligations
of  issuers in other  states and U.S.  territories  meeting  comparable  quality
standards  and  providing  income which is exempt from both regular  Federal and
Utah  income  taxes.  The  general  policy  of the  Fund  is to  invest  in such
securities only when comparable  securities of Utah issuers are not available in
the market.  At December 31, 1999, the Fund had 22.1% of its net assets invested
in 17 such municipal issues.

6. DISTRIBUTIONS

          The Fund 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 Fund  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 Utah  income  taxes.
However,  due to differences  between financial  statement reporting and Federal
income tax reporting requirements, distributions made by the Fund may not be the
same as the Fund'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.

7. EXPENSES

          The  Fund  has  negotiated  an  expense  offset  arrangement  with its
custodian  wherein it receives credit toward the reduction of custodian fees and
other Fund 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 Fund 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 Fund 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>               <C>
CLASS A SHARES:
    Proceeds from shares sold                234,458        $   2,240,966        4,369,607        $  44,913,787
    Reinvested distributions                  92,701              876,862          135,169            1,383,403
    Cost of shares redeemed               (1,057,721)         (10,006,546)      (2,553,748)         (26,188,074)
        Net change                          (730,562)          (6,888,718)       1,951,028           20,109,116

CLASS C SHARES:
    Proceeds from shares sold                  8,983               85,352           98,144            1,007,402
    Reinvested distributions                   2,579               24,392            4,308               44,057
    Cost of shares redeemed                  (73,034)            (693,465)         (77,697)            (797,214)
      Net change                             (61,472)            (583,721)          24,755              254,245

CLASS Y SHARES:
    Proceeds from shares sold                   -                    -                -                    -
    Reinvested distributions                    -                    -                   1                    6
    Cost of shares redeemed                     -                    -            (193,611)          (2,003,759)
      Net change                                -                    -            (193,610)          (2,003,753)
Total transactions in Fund shares           (792,034)       $  (7,472,439)       1,782,173        $  18,359,608
</TABLE>
</PAGE>




<PAGE>
                             TAX-FREE FUND FOR UTAH
                              FINANCIAL HIGHLIGHTS
                                  (UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                     SIX MONTHS                        CLASS A(1)
                                                       ENDED                      YEAR ENDED JUNE 30,
                                                      12/31/99      1999       1998       1997       1996       1995
</CAPTION>
<S> <C> <C>                                            <C>         <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Period                   $9.88       $10.24     $9.94      $9.74      $9.59      $9.32

Income from Investment Operations:
    Net investment income                               0.24        0.49       0.52       0.52       0.54       0.55
    Net gain (loss) on securities (both realized
        and unrealized)                                (0.59)      (0.36)      0.30       0.21       0.15       0.27
    Total from Investment Operations                   (0.35)       0.13       0.82       0.73       0.69       0.82

Less Distributions (note 6):
    Dividends from net investment income               (0.26)      (0.49)     (0.52)     (0.53)     (0.54)     (0.55)
    Distributions from capital gains                   (0.06)        -          -          -          -          -

    Total Distributions                                (0.32)      (0.49)     (0.52)     (0.53)     (0.54)     (0.55)

Net Asset Value, End of Period                         $9.21       $9.88      $10.24     $9.94      $9.74      $9.59

Total Return (not reflecting sales charge)(%)          (3.60)+      1.19       8.41       7.72       7.17       9.09

Ratios/Supplemental Data
    Net Assets, End of Period ($ thousands)            37,339      47,251     29,013     29,071     28,881     27,536
    Ratio of Expenses to Average Net Assets (%)         0.43*       0.45       0.34       0.28       0.20       0.09
    Ratio of Net Investment Income to Average
      Net Assets (%)                                    4.83*       4.57       5.06       5.44       5.48       5.84
    Portfolio Turnover Rate (%)                        29.04+      87.49      11.31       5.09      11.15      22.92

The expense and net investment income ratios without the effect of the voluntary
waiver  of  a  portion  of  the  management   fee  and  the  voluntary   expense
reimbursement were:

    Ratio of Expenses to Average Net Assets (%)         1.07*       1.04       1.30       1.32       1.29       1.29
    Ratio of Net Investment Income to
      Average Net Assets (%)                            4.20*       3.98       4.10       4.40       4.39       4.64

The expense ratios after giving effect to the waiver,  reimbursement and expense
offset for uninvested cash balances were:

    Ratio of Expenses to Average Net Assets (%)         0.39*       0.38       0.33       0.27       0.19       0.08
</TABLE>

(1)    Designated as Class A Shares on May 21, 1996.
 +     Not annualized.
 *     Annualized.

Note:  Effective July 16, 1998, Zions First National Bank became the Fund's
Investment Sub-Adviser replacing First Security Investment Management, Inc.

                See accompanying notes to financial statements.
</PAGE>




<PAGE>
                             TAX-FREE FUND FOR UTAH
                        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            $9.87   $10.23  $9.94   $9.74   $9.77      $9.88  $10.24   $9.94    $9.74    $9.77

Income from Investment Operations:
    Net investment income                        0.19    0.38    0.41    0.44    0.05       0.23    0.45    0.53     0.61     0.06
    Net gain (loss) on securities (both
      realized and unrealized)                  (0.59)  (0.35)   0.29    0.21   (0.03)     (0.57)  (0.32)   0.30     0.21    (0.03)

Total from Investment Operations                (0.40)   0.03    0.70    0.65    0.02      (0.34)   0.13    0.83     0.82     0.03

Less Distributions (note 6):
    Dividends from net investment income        (0.21)  (0.39)  (0.41)  (0.45)  (0.05)     (0.26)  (0.49)  (0.53)   (0.62)   (0.06)
    Distributions from capital gains            (0.06)    -       -       -       -        (0.06)    -       -        -        -

    Total Distributions                         (0.27)  (0.39)  (0.41)  (0.45)  (0.05)     (0.32)  (0.49)  (0.53)   (0.62)   (0.06)

Net Asset Value, End of Period                  $9.20   $9.87   $10.23  $9.94   $9.74      $9.22   $9.88   $10.24   $9.94    $9.74

Total Return (not reflecting sales charge) (%)  (4.09)+  0.18    7.20    6.80    0.20+     (3.50)+  1.19    8.52     8.69     0.29+

Ratios/Supplemental Data
    Net Assets, End of Period ($ thousands)       989   1,667   1,476      41     0.1          4       5   1,988       41      0.1
    Ratio of Expenses to Average Net
      Assets (%)                                 1.44*   1.45    1.36    1.08    0.14+      0.44*   0.43    0.37     0.08     0.03+
    Ratio of Net Investment Income to
      Average Net Assets (%)                     3.86*   3.57    3.94    4.64    0.50+      4.83*   4.45    5.02     5.64     0.61+
    Portfolio Turnover Rate (%)                 29.04+  87.49   11.31    5.09   11.15+     29.04+  87.49   11.31     5.09    11.15+

The expense and net investment income ratios without the effect of the voluntary
waiver  of  a  portion  of  the  management   fee  and  the  voluntary   expense
reimbursement were:

    Ratio of Expenses to Average Net
      Assets (%)                                 1.87*   1.85    2.08    2.12    0.23+      0.87*   0.96    1.10     1.12     0.11+
    Ratio of Net Investment Income
      to Average Net Assets (%)                  3.42*   3.17    3.22    3.60    0.41+      4.39*   3.92    4.29     4.60     0.53+

The expense ratios after giving effect to the waiver,  reimbursement and expense
offset for uninvested cash balances were:

    Ratio of Expenses to Average Net
      Assets (%)                                 1.39*   1.37    1.35    1.07    0.14+      0.39*   0.34    0.36     0.07     0.03+
</TABLE>

(1) New Class of Shares  established  on May 21, 1996.
(2) From May 21, 1996 to June 30, 1996.
 +  Not annualized.
 *  Annualized.

Note:  Effective July 16, 1998, Zions First National Bank became the Fund's
Investment Sub-Adviser replacing First Security Investment Management, Inc.


                See accompanying notes to financial statements.
</PAGE>




<PAGE>
SHAREHOLDER MEETING RESULTS (UNAUDITED)

The Annual  Meeting of  Shareholders  of Tax-Free Fund for Utah (the "Fund") was
held on October 22, 1999.  The holders of shares  representing  80% 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.

                                       NUMBER OF VOTES:
        TRUSTEE                         FOR                        WITHHELD
        Lacy B. Herrmann                39,125,264.18              423,632.68
        Gary C. Cornia                  39,125,264.18              423,632.68
        William L. Ensign               39,125,264.18              423,632.68
        Diana P. Herrmann               39,125,264.18              423,632.68
        Anne J. Mills                   39,125,264.18              423,632.68
        R. Thayne Robson                39,125,264.18              423,632.68

2.    To ratify the selection of KPMG LLP as the Fund's independent auditors.

                                       NUMBER OF VOTES:
        FOR                             AGAINST                    ABSTAIN
        38,914,915.03                   11,743.35                  622,011.06
</PAGE>


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