TAX FREE FUND OF VERMONT INC
N-30D, 1997-03-06
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                                     [Logo]

                                                               [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, 1996 


<PAGE> 

                                                             December 31, 1996 

To the Shareholders of 
Tax Free Fund of Vermont: 

During 1996 two principal factors affected the market for and returns 
generated by investments in tax exempt bonds. First, interest rates remained 
relatively low throughout 1996, resulting in modest yields on tax exempt 
bonds that were unattractive when compared to the gains produced in the 
equity markets throughout 1996. Second, while interest rates rose modestly 
during the first half of 1996, later in the year rates declined and, as a 
result, rates in general remained essentially unchanged from the beginning of 
the year. Because of these factors, it is important for investors in tax 
exempt bonds to manage their investments in a manner that will add value and 
increase their investment returns above the returns produced by the 
relatively low yields available in the tax exempt bond market. One principal 
manner to accomplish this management objective during 1996 and beyond is to 
seek out special situations that can add value to a tax exempt investment 
portfolio. 

Throughout 1996 and beyond, the Fund's management has recognized the value of 
discovering special situations in Vermont tax exempt bonds which could 
produce superior returns. In early 1996, the Fund held a large position in an 
issue of Vermont hospital bonds which were refinanced by the issuer. The Fund 
was well positioned to realize a substantial capital gain for our 
shareholders on these bonds and, as a result, the Fund's performance during 
1996 was well above average nationally compared to funds of its type. 

During 1997, the Fund plans to continue this strategy of bringing more value 
to your investment in the Fund by identifying and investing in bonds that 
have characteristics likely to result in potential gains for our 
shareholders. 

Thank you for your interest in and support of the Fund throughout 1996. We 
will to work diligently to provide you with excellent Fund performance during 
1997. 

                                     Yours truly, 

                                     /s/ John T. Pearson
                                     John T. Pearson 
                                     President 

                                      
<PAGE> 



[Tabular Representation of Line Chart]


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

- ----------------------------
AVERAGE ANNUAL TOTAL RETURN
1 YEAR   5 YEAR   INCEPTION
4.56%    5.43%    5.34%
- ----------------------------


<TABLE>
<CAPTION>

                                 9/18/91      12/31/91      12/31/92      12/31/93      12/31/94      12/31/95      12/31/96
<S>                              <C>          <C>           <C>           <C>           <C>           <C>           <C>
Tax Free Fund of Vermont        $10,000      $10,110       $10,651       $11,211       $11,181       $12,595       $13,169

Lehman Muni Index                10,000       10,389        11,198        12,565        11,915        13,995        14,590


</TABLE>


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.


During 1995 the Fund restructured its portfolio of bondholdings in order to 
more fully realize the potential capital gains that could result if the 
issuers of certain of the Fund's bondholdings should decide to refinance such 
bondholdings. In early 1996 one such refinancing occurred and accordingly the 
Fund realized a substantial capital gain for its shareholders. As a result, 
the Fund realized an average annual total return of 4.56% for the year 1996 
compared to an average annual total return of 4.18% for the Lehman Muni Bond 
Index (the "Index"). This comparative performance is shown in the graph 
above. 

During 1995 and prior years, the Fund's performance was substantially less 
volatile than the Index primarily because the Fund included in its portfolio 
a substantial percentage of housing finance agency bonds which, on average, 
carried higher yields and had smaller price movements than the Index 
portfolio. This reduced volatility meant that the Fund underperformed the 
Index in years when interest rates were declining and bond prices were 
increasing and outperformed the index in years when interest rates were 
increasing and bond prices correspondingly were declining. 

Shareholders should also realize that the Index does not include any 
brokerage fees or other transaction costs incurred in the trading of 
municipal bonds while the Fund's comparative performance includes all fees 
and expenses of the Fund. 

                                        1
<PAGE> 


                             TAIT, WELLER & BAKER 
                         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, 1996, 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 five 
years in the period then ended. 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, 1996, by correspondence with the 
custodian. 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, 1996, 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 five years in the period then ended, in conformity with 
generally accepted accounting principles. 


                                     /s/ Tait, Weller & Baker 


Philadelphia, Pennsylvania 
January 10, 1997 

                                        2
<PAGE> 


Tax Free Fund of Vermont, Inc. 

PORTFOLIO OF INVESTMENTS 
December 31, 1996 

<TABLE>
<CAPTION>
                                                           Maturity    Principal     Market 
Municipal Bonds (97.95%)                          Rate       Date       Amount       Value 
                                                  ----     --------    ---------     ------ 
<S>                                               <C>      <C>        <C>           <C>
Vermont (97.95%) 
Vermont Educational and 
  Health Buildings Financing Agency 
  1996 Revenue Bond 
  (St. Michael's College)                         6.0%     04/01/21   $  100,000    $  101,500 
  1991 Revenue Bond (FHA Insured) 
  (Helen Porter Nursing Home Project)             7.1      02/01/31      275,000       293,219 
  1994 Revenue Bond 
  (St. Johnsbury Academy Project)                 7.15     04/15/14    1,115,000     1,187,475 
  1994 Revenue Bond 
  (St. Johnsbury Academy Project)                 7.375    04/15/24      225,000       240,750 
  1993 Revenue Bond 
  (Champlain College Project)                     6.0      10/01/13      260,000       266,825 
  1994 Revenue Bond 
  (Landmark College Project)                      7.15     11/01/14      500,000       553,125 
  1996 Revenue Bond 
  (Lyndon Institute)                              6.60     12/01/14      335,000       350,912 
  1996 Revenue Bond 
  (Northwestern Medical Center)                   6.25     09/01/18      360,000       355,050 
Swanton Village, Vermont 
  1993 Electric System 
  Revenue Bond                                    6.7      12/01/23    1,750,000     1,855,000 
Vermont Housing Finance Agency 
  Single Family Mortgage-Backed Bond 
  1990 Series 2                                   7.3      05/01/25      275,000       285,313 
  1989 Series A                                   7.85     12/01/29      265,000       276,594 
  1988 Series B                                   8.1      06/01/22      380,000       396,150 
  1990 Series 1                                   8.15     05/01/25      150,000       158,437 
  1994 Series 5                                   6.875    11/01/16      100,000       105,000 
Vermont Housing Finance Agency 
  Multi-Family Mortgage-Backed Bond 
  1977 Series 1                                   6.50     02/15/17      110,000       110,026 
Vermont Student Assistance Corp. 
  1993 Series D                                   6.70     12/15/12      285,000       303,169 
Champlain, Vermont 
  Waste District 
  General Obligation Bonds                        7.125    10/01/06      200,000       232,500 
                                                                                   ------------- 
   Total Vermont Bonds                                                               7,071,045 
   Total investments in securities 
     (Cost $6,882,625) (97.95%) (1)                                                  7,071,045 
   Other assets and liabilities, net (2.05%)                                           147,712 
                                                                                   ------------- 
   Net assets (100%)                                                                $7,218,757 
                                                                                   ============= 

(1) The cost of investments for federal income tax purposes amounted to $6,882,625. Gross 
    unrealized appreciation and depreciation of investments based on identified tax cost at 
    December 31, 1996 are as follows: 

      Gross unrealized appreciation                                                 $  206,486 
      Gross unrealized depreciation                                                    (18,066) 
                                                                                   ------------- 
      Net unrealized appreciation                                                   $  188,420 
                                                                                   ============= 
</TABLE>

                 See accompanying notes to financial statements.

                                        3
<PAGE> 


STATEMENT OF ASSETS AND LIABILITIES 
December 31, 1996 

<TABLE>
<CAPTION>
<S>                                                                                    <C>
ASSETS 
- ------
Investments in securities at market value (identified cost $6,882,625) (Note 1-A)      $7,071,045 
Cash                                                                                        5,737 
Receivable for 
 Investments sold                                                                          40,115 
 Interest                                                                                  76,598 
Prepaid expenses and other assets                                                          37,604 
Due from investment advisor                                                                 3,721 
                                                                                       ------------- 
  Total assets                                                                          7,234,820 
                                                                                       ------------- 
LIABILITIES 
- ----------- 
Payable for capital stock redeemed                                                         15,913 
Accrued expenses                                                                              150 
                                                                                       ------------- 
  Total liabilities                                                                        16,063 
                                                                                       ------------- 
NET ASSETS 
- ----------
 (Applicable to 724,304 shares outstanding, $.01 par value, 
 10,000,000 shares authorized)                                                         $7,218,757 
                                                                                       ============= 
NET ASSET VALUE, OFFERING AND REPURCHASE PRICE PER SHARE 
- --------------------------------------------------------
  ($7,218,757 / 724,304)                                                               $     9.97 
                                                                                       ============= 
NET ASSETS 
- ----------
At December 31, 1996, net assets consisted of: 
 Paid-in capital                                                                       $7,159,032 
 Accumulated net realized loss on investments                                            (128,695) 
 Unrealized appreciation of investments                                                   188,420 
                                                                                       ------------- 
                                                                                       $7,218,757 
                                                                                       ============= 
</TABLE>

                See accompanying notes to financial statements.

                                        4
<PAGE> 

STATEMENT OF OPERATIONS 
Year ended December 31, 1996 

INVESTMENT INCOME 
- ----------------- 
Income 
 Interest                                                     $427,261 
                                                              -------- 
Expenses 
 Investment advisory fees (Note 4)                              47,757 
 Printing and postage                                           20,136 
 Audit fees                                                     10,500 
 Insurance                                                       9,630 
 Administrative and shareholder services (Note 4)               10,982 
 Portfolio pricing costs                                         2,008 
 Custody fees                                                    2,929 
 Registration fees                                                 162 
 Directors fees and expenses                                     5,917 
 Other                                                             956 
                                                             --------- 
 Total expenses                                                110,977 
                                                             --------- 
  Net investment income                                        316,284 
                                                             --------- 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 
- -------------------------------------------------- 
 Net realized gain on investments sold                          55,649 
 Net change in unrealized appreciation                         (48,332) 
                                                              --------- 
   Net gain on investments                                       7,317 
                                                              ---------- 
    Net increase in net assets resulting from operations      $323,601 
                                                              ========== 


                 See accompanying notes to financial statements.

                                        5
<PAGE> 

STATEMENTS OF CHANGES IN NET ASSETS 
Years ended December 31, 1996 and 1995 

<TABLE>
<CAPTION>
                                                                            1996          1995 
                                                                       -------------  ------------ 
<S>                                                                    <C>            <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS 
- ------------------------------------------------- 
 Net investment income                                                   $  316,284    $  328,788 
 Net realized gain (loss) on investments                                     55,649       (22,154) 
 Net change in unrealized appreciation                                      (48,332)      447,528 
                                                                       -------------  ------------ 
  Net increase in net assets 
     resulting from operations                                              323,601       754,162 
DISTRIBUTIONS TO SHAREHOLDERS FROM 
- ---------------------------------- 
 Net investment income                                                     (316,284)     (328,788) 
CAPITAL SHARE TRANSACTIONS (Note 3) 
- ----------------------------------- 
 Increase in net assets resulting from capital share transactions           250,708       749,279 
                                                                       -------------  ------------ 
  Total increase in net assets                                              258,025     1,174,653 
NET ASSETS 
- ---------- 
 Beginning of year                                                        6,960,732     5,786,079 
                                                                       -------------  ------------ 
 End of year                                                             $7,218,757    $6,960,732 
                                                                       =============  ============ 
</TABLE>

FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout the period) 

<TABLE>
<CAPTION>
                                                                     Years ended December 31, 
                                                    ------------------------------------------------------ 
                                                     1996        1995        1994       1993        1992 
                                                    --------    --------   --------    -------    -------- 
<S>                                                 <C>         <C>        <C>         <C>        <C>
NET ASSET VALUE                                                                                   
- ---------------                                                                                   
Beginning of period                                 $ 9.96      $ 9.30     $ 9.86      $ 9.88     $ 9.93 
                                                    --------    --------   --------    --------   --------- 
 Income from investment operations                                                                
  Net investment income                                .43         .49        .53         .53        .56 
  Net gain (loss) on securities (both realized                                                    
     and unrealized)                                   .01         .66       (.56)       (.02)      (.05) 
                                                    --------    --------   --------    --------   --------- 
  Total from investment operations                     .44        1.15       (.03)        .51        .51 
                                                    --------    --------   --------    --------   --------- 
 Less distributions from                                                                          
  Net investment income                               (.43)       (.49)      (.53)       (.53)      (.56) 
  Realized capital gains                                --          --         --          --         -- 
                                                    --------    --------   --------    --------   --------- 
                                                      (.43)       (.49)      (.53)       (.53)      (.56) 
                                                    --------    --------   --------    --------   --------- 
 End of period                                      $ 9.97      $ 9.96     $ 9.30      $ 9.86     $ 9.88 
                                                    ========    ========   ========    ========   ========= 
TOTAL RETURN                                          4.56%      12.65%      (.27)%      5.26%      5.35% 
RATIOS/SUPPLEMENTAL DATA                                                                          
- ------------------------                                                                          
 Net assets at end of period (000's)                $7,219      $6,961     $5,786      $5,875     $2,885 
 Ratio of                                                                                         
  Expenses to average net assets                      1.55%       1.49%      1.66%       2.48%      1.25% 
  Net investment income to                                                                        
    average net assets                                4.41%       5.06%      5.61%       5.34%      5.77% 
PORTFOLIO TURNOVER                                      98%        182%        44%         61%       172% 
- ------------------                                                                              
</TABLE>

                See accompanying notes to financial statements.

                                      6 
<PAGE> 


NOTES TO FINANCIAL STATEMENTS 
December 31, 1996 

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 $128,695, of which $53,609
          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 gain 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, 1996 


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 $7,750,427 and $6,679,140, respectively. 

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

Transactions in shares of the Fund for the years ended December 31, 1996 and 
1995, were as follows: 

<TABLE>
<CAPTION>
                                                            1996                        1995 
                                                ----------------------------  -------------------------- 
                                                   Shares         Amount        Shares        Amount 
                                                ------------  --------------  -----------  ------------- 
<S>                                               <C>          <C>              <C>         <C>
Shares sold                                        113,580     $ 1,126,288      122,190     $1,192,833 
Shares issued in reinvestment of dividends          19,836         196,725       21,900        213,767 
Shares redeemed                                   (108,155)     (1,072,305)     (67,474)      (657,321) 
                                                ------------  --------------  -----------  ------------- 
Net increase                                        25,261     $   250,708       76,616     $  749,279 
                                                ============  ==============  ===========  ============= 
</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, 1996. 

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, 1996, administrative services fees paid by the Fund 
totaled $5,707. 

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 proportion 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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