TAX FREE FUND OF VERMONT INC
N-30D, 1996-02-29
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[logo]
Tax Free 
Fund of 
Vermont 

Vermont Fund Advisors, Inc. 
128 Merchants Row 
Rutland, Vermont 05701 
1-800-675-3333 

Annual 
Report to 
Shareholders 
December 31, 1995 
[logo]

<PAGE>
 
                                                               December 31, 1995

To the Shareholders of 
Tax Free Fund of Vermont: 

Throughout 1995 the municipal bond market turned in an extremely strong 
performance. The Fund kept pace with the overall bond market results by 
producing a total calendar year return of 12.65%. 

As interest rates in general declined throughout 1995, almost one-half of the 
Fund's bondholdings at the beginning of 1995 were either called or 
prerefunded. The Fund's management strategy assumed a continuation of this 
trend and resulted in the Fund purchasing several significant blocks of bonds 
which, as of year end 1995, hold the potential for being prerefunded. As 1995 
ended, the Fund was well positioned to benefit in 1996 and thereafter from 
the capital gains which almost invariably accompany such prerefundings. 

The implementation of this strategy required a substantial restructuring and 
repositioning of the portfolio. This effort in large part resulted in an 
increase in the Fund's turnover ratio from prior years and allowed the Fund 
to be invested in accordance with its strategy as 1995 ended. 

The Fund paid dividends totalling 49 cents per share during 1995, while the 
Fund's net asset value was $9.96 per share on December 31, 1995 compared to 
$9.30 on December 31, 1994. 

Current shareholders and new investors continued to recognize the investment 
value of the Fund by increasing the Fund's total net assets by over 20%, to 
$7.0 million at year end 1995 from $5.8 million at the beginning of the year, 
this during a time when many municipal bond funds were suffering decreases in 
total net assets. 

The Tax Free Fund of Vermont offers Vermont residents a no load opportunity 
to earn income free of both federal and Vermont income taxes. We encourage 
you to call us toll-free or visit our office to discuss any aspect of the 
Fund's management or operation. In addition, your suggestions, comments and 
advice are always welcomed. Thank you again for your confidence, investment 
in and support of the Fund. 

Yours truly, 

[Signature of John T. Pearson]

John T. Pearson 
President 

<PAGE>

$10,000 Investment in Fund Compared to
Lehman Muni Bond Index

AVERAGE ANNUAL TOTAL RETURN

1 YEAR               12.65%
INCEPTION             5.53%

[Tabular Representation of Line Graph]

                  T/F Fund of Vermont             Lehman Muni Index
                 --------------------            -------------------
 9/18/91              $10,000.00                     $10,000.00
12/31/91              $10,110.00                     $10,389.00
12/31/92              $10,651.00                     $11,198.00 
12/31/93              $11,211.00                     $12,565.00
12/31/94              $11,181.00                     $11,915.00
12/31/95              $12,595.00                     $13,995.00  
 
The graph above compares the increase in value of a $10,000 investment in 
the Tax Free Fund of Vermont, Inc. with the performance of the Lehman Muni 
Bond Index. The objective of the graph is to permit you to compare the 
performance of the Fund with the current market and to give perspective to 
market conditions and investments strategies and techniques pursued by the 
investment manager that materially affected the performance of the Fund. The 
Lehman Muni Bond Index reflects reinvestment of dividends but not the 
expenses of the Fund. 

From its inception, the Fund has been managed in accordance with a strategy
of producing a high level of income substantially free of both Vermont and
federal income taxes while at the same time minimizing fluctuations in the
Fund's share price. This strategy has been implemented by investing generally in
long term municipal bonds of issuers in Vermont with a portion of the Fund's
assets specifically invested in various issues of Vermont Housing Finance Agency
bonds ("Housing Bonds"). These Housing Bonds usually carry relatively high
yields yet generally fluctuate less in price as a function of changes in
interest rates than is the case with other types of municipal bonds. Therefore,
as interest rates declined and municipal bond prices rose throughout 1995, the
Housing Bonds in the Fund's portfolio increased less in value than other
municipal bonds of comparable credit quality and maturity. In 1994 and prior
years, the cause and effect was the reverse.

Vermont municipal bonds also are generally of a higher credit quality than 
similar bonds issued elsewhere nationwide. Accordingly, as interest rates 
decreased during 1995, the decreases in yield and corresponding increases in 
principal value of the Fund's portfolio of Vermont municipal bonds were less 
than the municipal bond market in general. 

As a result, during 1995 the Fund modestly underperformed its peer group 
as well as most municipal bond market indices. In the graph above, the Fund's 
outstanding performance is demonstrated by the fact that the value of $10,000 
invested in the Fund increased at a slightly lesser rate from the prior year 
compared to the comparative index investment for the same period. 

                                      1 
<PAGE>

                       [Tait, Weller & Baker Letterhead]
                         [Certified Public Accountants]

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors
Tax Free Fund of Vermont, Inc.
Rutland, Vermont

We have audited the accompanying statement of assets and liabilities of
the Tax Free Fund of Vermont, Inc., including the portfolio of investments, as
of December 31, 1995, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the four years in
the period then ended and for the period September 18, 1991 (commencement of
operations) to December 31, 1991. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility 
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of the
Tax Free Fund of Vermont, Inc. as of December 31, 1995, and the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the four years in the period then ended and for the period September 18, 1991 to
December 31, 1991, in conformity with generally accepted accounting principles.



                                             [Signature of Tait, Weller & Baker]

Philadelphia, Pennsylvania
January 31, 1996

                                       2

<PAGE>
 
TAX FREE FUND OF VERMONT FINANCIAL STATEMENTS DECEMBER 31, 1995 

PORTFOLIO OF INVESTMENTS 
December 31, 1995 

<TABLE>
<CAPTION>
                                                        
                                                      Maturity     Principal   Market
Municipal Bonds (86.5%)                       Rate      Date        Amount      Value 
                                              ----    ---------    --------   ----------- 
<S>                                           <C>       <C>       <C>           <C>
Vermont (86.3%) 
Vermont Educational and 
   Health Buildings Financing Agency 
  1992 Series A Revenue Bond                                                    
   (Central Vermont Hospital Project)          7.0%     10/01/22  $  300,000    $  318,375 
  1991 Revenue Bond (FHA Insured) 
   (Helen Porter Nursing Home Project)          7.1     02/01/31     275,000       298,375 
  1994 Revenue Bond 
   (St. Johnsbury Academy Project)             7.15     04/15/14   1,115,000     1,205,594 
  1994 Revenue Bond 
   (St. Johnsbury Academy Project)            7.375     04/15/24     200,000       217,500 
  1993 Revenue Bond 
   (Champlain College Project)                  6.0     10/01/13     245,000       258,169 
  1994 Revenue Bond 
   (Landmark College Project)                  7.15     11/01/14     500,000       569,375 
Swanton Village, Vermont 
  1993 Electric System 
   Revenue Bond                                 6.7     12/01/23   1,400,000     1,480,500 
Vermont Housing Finance Agency 
   Single Family Mortgage-Backed Bond 
  1990 Series 2                                 7.3     05/01/25     275,000       289,780 
  1989 Series A                                7.85     12/01/29     265,000       280,569 
  1988 Series B                                 8.1     06/01/22     325,000       342,875 
  1990 Series 1                                 6.8     05/01/25     300,000       309,375 
  1994 Series 5                               6.875     11/01/16     100,000       106,750 
Chittenden County, Vermont 
   Waste District 
   1992 General Obligation Bonds                6.6     01/01/12     300,000       327,375 
                                                                                  --------- 
 Total Vermont Bonds                                                             6,004,612 
Puerto Rico (0.2%) 
   Puerto Rico Finance Corporation 
    1988 Mortgage Revenue Bonds                7.65     10/15/22      15,000        15,000 
                                                                                  --------- 
    Total investments in securities 
      (Cost $5,782,860) (86.5%) (1)                                              6,019,612 
    Other assets and liabilities, net 
      (13.5%)                                                                      941,120 
                                                                                  --------- 
    Net assets (100%)                                                           $6,960,732 
                                                                                  ========= 
</TABLE>

   (1) The cost of investments for federal income tax purposes amounted to 
$5,782,860. Gross unrealized appreciation and depreciation of investments 
based on identified tax cost at December 31, 1995 are as follows: 

<TABLE>
<CAPTION>
  <S>                              <C>
  Gross unrealized appreciation    $ 
                                     239,854 
  Gross unrealized depreciation       (3,102) 
                                     --------- 
  Net unrealized appreciation       $236,752 
                                     ========= 

</TABLE>
                 See accompanying notes to financial statements.

                                      3 
<PAGE>
 
STATEMENT OF ASSETS AND LIABILITIES 
December 31, 1995 

<TABLE>
<CAPTION>
<S>                                                                                        <C>
ASSETS 
- ------ 
Investments in securities at market value (identified cost $5,782,860) (Note 1-A)          $6,019,612 
Cash                                                                                           12,039 
Receivable for 
 Investments sold                                                                             846,604 
 Interest                                                                                      72,104 
Prepaid expenses and other assets                                                              38,716 
Due from investment advisor                                                                     4,360 
                                                                                            --------- 
  Total assets                                                                              6,993,435 
                                                                                            --------- 
LIABILITIES 
- ----------- 
Payable for investments purchased                                                              32,234 
Accrued expenses                                                                                  469 
                                                                                            --------- 
  Total liabilities                                                                            32,703 
                                                                                            --------- 
NET ASSETS 
- ---------- 
 (Applicable to 699,043 shares outstanding, $.01 par value, 10,000,000 shares 
  authorized)                                                                              $6,960,732 
                                                                                           ========== 
NET ASSET VALUE, OFFERING AND REPURCHASE PRICE PER SHARE 
- -------------------------------------------------------- 
  ($6,960,732 /  699,043)                                                                      $9.96 
                                                                                               ===== 
NET ASSETS 
- ---------- 
At December 31, 1995, net assets consisted of: 
 Paid-in capital                                                                           $6,908,324 
 Accumulated net realized loss on investments                                                (184,344) 
 Unrealized appreciation of investments                                                       236,752 
                                                                                           ---------- 
                                                                                           $6,960,732 
                                                                                           ========== 
</TABLE>
                 See accompanying notes to financial statements.


                                      4 
<PAGE>
 
STATEMENT OF OPERATIONS 
Year ended December 31, 1995 

<TABLE>
<CAPTION>
<S>                                                        <C>
INVESTMENT INCOME 
- ----------------- 
 Income 
  Interest                                                 $425,637 
                                                            ------- 
 Expenses 
  Investment advisory fees (Note 4)                          45,485 
  Printing and postage                                       11,705 
  Audit fees                                                 10,000 
  Insurance                                                   9,493 
  Administrative and shareholder services (Note 4)            8,296 
  Portfolio pricing costs                                     2,560 
  Custody fees                                                3,471 
  Registration fees                                           2,417 
  Directors fees and expenses                                 2,457 
  Other                                                         965 
                                                            ------- 
  Total expenses                                             96,849 
                                                            ------- 
   Net investment income                                    328,788 
                                                            ------- 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 
- -------------------------------------------------- 
 Net realized loss on investments sold                      (22,154) 
 Net change in unrealized appreciation                      447,528 
                                                            ------- 
   Net gain on investments                                  425,374 
                                                            ------- 
    Net increase in net assets resulting from 
     operations                                            $754,162 
                                                           ======== 
</TABLE>

                 See accompanying notes to financial statements.

                                      5 
<PAGE>
 
STATEMENTS OF CHANGES IN NET ASSETS 
Years ended December 31, 1995 and 1994 
<TABLE>
<CAPTION>
                                                                       1995         1994 
                                                                     ---------   ---------- 
<S>                                                                <C>           <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS 
- ------------------------------------------------- 
 Net investment income                                             $  328,788    $  330,114 
 Net realized loss on investments                                     (22,154)     (162,190) 
 Net change in unrealized appreciation                                447,528      (185,840) 
                                                                    ---------    ---------- 
  Net increase (decrease) in net assets 
     resulting from operations                                        754,162       (17,916) 
 DISTRIBUTIONS TO SHAREHOLDERS FROM 
  Net investment income                                              (328,788)     (330,114) 
  Realized capital gains                                               --            (1,298) 
 CAPITAL SHARE TRANSACTIONS (Note 3) 
  Increase in net assets resulting from capital share 
     transactions                                                     749,279       260,399 
                                                                    ---------    ---------- 
   Total increase (decrease) in net assets                          1,174,653       (88,929) 
NET ASSETS 
- ---------- 
 Beginning of year                                                  5,786,079     5,875,008 
                                                                    ---------    ---------- 
 End of year                                                       $6,960,732    $5,786,079 
                                                                   ==========    ========== 
</TABLE>

FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout the period) 

<TABLE>
<CAPTION>
                                                    
                                                  
                                                                                      September 18, 
                                                                                           1991 
                                                                                      (Commencement 
                                                                                      of Operations) 
                                                     Years ended December 31,              to 
                                                  -------------------------------      December 31, 
                                                1995       1994     1993     1992          1991 
                                                -----      -----    -----    -----   ---------------- 
<S>                                            <C>       <C>       <C>       <C>           <C>
NET ASSET VALUE 
- --------------- 
Beginning of period                             $9.30     $9.86     $9.88     $9.93         $10.00 
                                               ------     -----    ------    ------        ------- 
 Income from investment operations 
  Net investment income                           .49       .53       .53       .56            .18 
  Net gain (loss) on securities (both 
  realized and unrealized)                        .66      (.56)     (.02)     (.05)          (.07) 
                                               ------     -----    ------    ------       -------- 
  Total from investment operations               1.15      (.03)      .51       .51            .11 
                                               ------     -----    ------    ------       -------- 
 Less distributions from 
  Net investment income                          (.49)     (.53)     (.53)     (.56)          (.18) 
  Realized capital gains                           --        --        --        --             -- 
                                               ------     -----     -----    ------       --------- 
                                                 (.49)     (.53)     (.53)     (.56)          (.18) 
                                               ------     -----     -----    ------       -------- 
 End of period                                         
                                                $9.96     $9.30     $9.86     $9.88         $ 9.93 
                                               ======     =====    ======    ======       ======== 
TOTAL RETURN                                    12.65%     (.27)%    5.26%     5.35%          3.90%(1) 
RATIOS/SUPPLEMENTAL DATA 
- ------------------------ 
 Net assets at end of period (000's)           $6,961    $5,786    $5,875    $2,885           $249 
 Ratio of 
   Expenses to average net assets                1.49%     1.66%     2.48%     1.25%           .50%(1) 
   Net investment income to 
    average net assets                           5.06%     5.61%     5.34%     5.77%          6.00%(1) 
PORTFOLIO TURNOVER                                182%       44%       61%      172%            49% 
</TABLE>

((1))Annualized 


                 See accompanying notes to financial statements.

                                      6 
<PAGE>
 

NOTES TO FINANCIAL STATEMENTS 
December 31, 1995

1. Summary of Significant Accounting Policies 
   ------------------------------------------

The Tax Free Fund of Vermont, Inc. (the "Fund") was incorporated under the 
laws of the State of Vermont on May 20, 1991. The Fund is registered under 
the Investment Company Act of 1940, as amended, as a non-diversified open-end 
investment company. The Fund's investment goal is to seek the highest level 
of current income exempt from Federal and Vermont income taxes for 
shareholders as is consistent with the prudent investment management of the 
principal invested by shareholders. 

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


A. Security Valuation 
   ------------------

Portfolio securities are valued by an independent pricing service using 
market quotations, prices provided by market makers, or estimates of market 
values obtained from yield data relating to instruments or securities with 
similar characteristics, in accordance with procedures established in good 
faith by the Board of Directors. 


B. Security Transactions and Investment Income 
   -------------------------------------------

Security transactions are accounted for on the trade date. Interest income 
is accrued on a daily basis. Bond premiums and discounts are 
amortized/accreted as required by the Internal Revenue Code. 


C. Income Taxes 
   ------------

It is the Fund's policy to qualify as a regulated investment company by 
complying with the requirements of the Internal Revenue Code applicable to 
regulated investment companies, including the distribution of all taxable 
income to the Fund's shareholders. Therefore, no Federal income tax provision 
is required. By qualifying as a "regulated investment company" for Federal 
income tax purposes, the Fund is not subject to Vermont income taxes on net 
income and net capital gains, if any, that are distributed to the Fund's 
shareholders. Dividends paid by the Fund to shareholders which qualify as 
"exempt interest dividends" for Federal income tax purposes are also 
excludable from shareholders' gross income for Vermont state income tax 
purposes so long as the total assets of the Fund are invested in Vermont 
Municipal Bonds and Other Municipal Bonds as defined in the prospectus. The 
Fund intends to avoid excise tax liability by making the required 
distributions under the Internal Revenue Code. 

The Fund has a capital loss carryforward available to offset future 
capital gains, if any, in the amount of $184,344, of which $109,258 expires 
in 2002 and $75,086 expires in 2003. 


D. Distributions to Shareholders 
   -----------------------------

The Fund intends to declare daily and distribute monthly to its 
shareholders dividends from net investment income and to declare and 
distribute annually net realized long-term capital gains, if any. Income and 
capital distributions are determined in accordance with income tax 
regulations which may differ from generally accepted accounting principles. 
These differences are primarily due to differing treatment of post-October 
capital losses. Each distribution will be made in shares or, at the option of 
the shareholder, in cash. 


E. Use of Estimates 
   ----------------

In preparing financial statements in conformity with generally accepted 
accounting principles, management makes estimates and assumptions that affect 
the reported amounts of assets and liabilities at the date of the financial 
statements, as well as the reported amounts of revenues and expenses during 
the reporting period. Actual results could differ from those estimates. 

                                      7 
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995

2. Purchases and Sales of Securities 
   ---------------------------------

Realized gains and losses are recorded on the specific identification 
method. Costs of purchases and proceeds from sales of securities for the Fund 
aggregated $11,506,475 and $11,411,630, respectively. 


3. Capital Share Transactions 
   --------------------------

Transactions in shares of the Fund for the years ended December 31, 1995 
and 1994, were as follows: 

<TABLE>
<CAPTION>
                                                      1995                      1994 
                                               --------------------   ------------------------ 
<S>                                           <C>       <C>           <C>         <C>
                                               Shares       Amount      Shares         Amount 
                                              -------   ----------    --------    ----------- 
Shares sold                                   122,190   $1,192,833     118,858    $ 1,141,505 
Shares issued in reinvestment of dividends     21,900      213,767      23,348        222,615 
Shares redeemed                               (67,474)    (657,321)   (115,675)    (1,103,721) 
                                              -------   ----------    --------    ----------- 
Net increase                                   76,616   $  749,279      26,531    $   260,399 
                                              =======   ==========    ========    =========== 
</TABLE>

4. Investment Advisory Fee and Other Transactions with Affiliates 
   --------------------------------------------------------------

As compensation for its management services, the Fund has agreed to pay 
Vermont Fund Advisors, Inc. (the "Advisor") a fee computed at the annual rate 
of .7% (seven-tenths of 1 percent) of average daily net asset value. However, 
the Advisor may voluntarily waive or refund investment advisory fees payable 
to it under the Advisory Agreement and assume and pay or otherwise reimburse 
the Fund for other operating expenses to whatever extent deemed necessary and 
appropriate. There was no reimbursement made by the Advisor for the year 
ended December 31, 1995. 

In addition, the Fund has entered into an Administrative Services 
Agreement with the Advisor. The Agreement provides for a fee computed at a 
rate of .08% (eight-one hundredths of 1 percent) on the average daily net 
asset value of the Fund to be paid for administrative services received by 
the Fund. For the year ended December 31, 1995, administrative services fees 
paid by the Fund totaled $5,213. 

The president, director and sole shareholder of the Advisor also serves as 
president and as a director of the Fund. Officers of the Fund receive no 
compensation directly from the Fund. 

5. Concentration of Credit Risk 
   ----------------------------

The Fund invests a substantial portion of its investments in debt 
obligations issued by the State of Vermont and its political sub-divisions, 
agencies and public authorities to obtain funds for various public purposes. 
The Fund is more susceptible to factors adversely affecting issuers of 
Vermont municipal securities than is a fund that is not concentrated in these 
issuers to the same extent. 

                                      8 




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