TAX FREE FUND OF VERMONT INC
N-30D, 1999-08-31
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                       TAX FREE FUND OF VERMONT PRIVATE ~

                              FINANCIAL STATEMENTS

                                  JUNE 30, 1999


                                    UNAUDITED

















To the Shareholders of                                       June 30, 1998
Tax Free Fund of Vermont:




     During the first six months of 1999, your Fund performed relatively well in
a very difficult period of both increasing uncertainty in the equity markets and
sharply rising  interest rates on tax exempt bonds which  decreased the value of
the bonds held in the Fund's portfolio. The Fund's performance was also modestly
enhanced by a continuing  reduction  in the expense  ratio.  These  efforts were
recognized  as  investors  increased  the Fund's net assets from $9.5 million to
$9.8 million  during the first half of 1999 despite the decrease in value in the
Fund's bond portfolio. The Fund's net asset value reflected the rise in interest
rates during this period,  changing from $10.23 on December 31, 1998 to $9.96 on
June 30, 1999.

     The Fund has  maintained  the  diversity  of its  holdings and improved the
credit quality of the bonds in the Fund's investment grade portfolio. As of June
30, 1999, the Fund's portfolio  included  securities of 25 different  tax-exempt
issuers. The credit quality of the Fund's portfolio as of June 30, 1999 includes
90% of the portfolio rated BAA or better.

     The Fund paid dividends totalling 20.0 cents per share during the first six
months of 1998.

     The Tax Free Fund of Vermont  offers  Vermont  residents a no load tax free
mutual fund that earns 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,


                                                                 John T. Pearson
                                                                       President





                        Tax Free Fund of Vermont, Inc.

                           PORTFOLIO OF INVESTMENTS
                                 June 30, 1999
                                   Unaudited
<TABLE>

Municipal Bonds (97.6%)
                                                 Maturity    Principal    Market
Vermont (86.3%)                           Rate     Date        Amount      Value
    Vermont Educational and Health
    Buildings Financing Agency

    1991 Revenue Bond (FHA Insured)
<S>                                       <C>    <C>        <C>         <C>
    (Helen Porter Nursing Home Project)   7.10%  02/01/31   $  275,000  $288,062

    1996 Revenue Bond
    (St. Michaels College)                5.90%  04/01/11      150,000   162,000

    1993 Revenue Bond
    (Med Center Hospital)                 6.00%  09/01/22      425,000   452,094

    1996 Revenue Bond
    (Middlebury College)                  5.50%  11/01/16      160,000   161,800

    1992 Revenue Bond
    (Middlebury College)                  6.00%  11/01/22      140,000   149,450

    1996 Revenue Bond
    (Middlebury College)                  5.375% 11/01/26      100,000    98,375

    1999 Revenue Bond
    (Middlebury College)                  5.00%  11/01/38      550,000   497,063

    1993 Revenue Bond
    (Norwich University)                  6.00%  09/01/13      105,000   107,231

    1998 Revenue Bond
    (Norwich University)                  5.50%  07/01/21      250,000   237,813

    1994 Revenue Bond
    (St. Johnsbury Academy)               7.15%  04/15/14    1,145,000 1,212,269

    1994 Revenue Bond
    (St. Johnsbury Academy)               7.375% 04/15/24      325,000   346,125

    1993 Revenue Bond
    (Champlain College)                   6.00%  10/01/13      260,000   266,500

    1990 Revenue Bond
    (Trinity College)                     8.00%  07/01/10      220,000   227,572

    1994 Revenue Bond
    (Landmark College)                    7.15%  11/01/14      500,000   549,375

    1996 Revenue Bond
    (Lyndon Institute)                    6.60%  12/01/14      335,000   352,588

    1996 Revenue Bond
    (Northwestern Medical Center)         6.25%  09/01/18      530,000   546,562
</TABLE>

See accompanying notes to financial statements
                                       1



                        Tax Free Fund of Vermont, Inc.

                           PORTFOLIO OF INVESTMENTS
                                 June 30, 1999
                                   Unaudited
<TABLE>
<CAPTION>

Municipal Bonds - (Continued)
                                                 Maturity    Principal     Market
                                          Rate     Date        Amount      Value
Vermont Housing Finance Agency
    Single Family Mortgage-Backed Bond
<S> <C>         <C>                       <C>    <C>           <C>        <C>
    1990 Series 2                         7.30%  05/01/25      150,000    155,437
    1989 Series A                         7.85%  12/01/29      230,000    234,313
    1992 Series 4                         6.40%  11/01/25      670,000    697,638
    1994 Series 5                         6.875% 11/01/16      100,000    105,125
    1998 Series 1                         5.25%  05/01/29      500,000    471,250

Vermont Housing Finance Agency
    Multi-Family Mortgage-Backed Bond
    1995 Series A                         6.15%  02/15/14      100,000    105,375
    1977 Series 1                         6.50%  12/01/29       70,000     70,262
    1999 Series A                         5.125% 02/15/20      400,000    386,000

Vermont State Agricultural College
    1998 Revenue Bond                     5.25%  05/01/29      150,000    132,937

Vermont Student Assistance Corporation
    1992 Series B                         6.70%  12/15/12      395,000    423,144

      Total Vermont Bonds                                               8,436,360

Puerto Rico (9.3%)
  Commonwealth of Puerto Rico
    1998 General Obligation Bond          5.00%  07/01/28      150,000    139,688
  Puerto Rico Electric Power Authority
    1998 Revenue Bond, Series EE          4.75%  07/01/24      250,000    222,812
    1995 Revenue Bond, Series X           5.50%  07/01/25      100,000    101,125

  Puerto Rico Industrial,
    Medical and Environmental Authority
    (Ryder Memorial Hospital Project)     6.60% 05/01/14       425,000    451,562

      Total Puerto Rico Bonds                                             915,187

U. S. Virgin Islands (2.0%)
  U. S. Virgin Islands Public Finance Authority
      1998 Series A                       5.50% 10/01/22       200,000    194,500

      Total investments in securities
        (Cost 9,618,854) (97.6%) (1)                                    9,546,047
      Other assets and liabilities, net (2.4%)                            233,451

      Net Assets (100.0%)                                              $9,779,498

(1)  The cost of  investments  for  federal  income  tax  purposes  amounted  to
     $9,618,854.  Gross unrealized  appreciation and depreciation of investments
     based on identified tax cost at june 30, 1999 are as follows:

      Gross unrealized appreciation                                      $103,415
      Gross unrealized depreciation                                      (176,221)
Net unrealized depreciation                                              $(72,806)
</TABLE>

See accompanying notes to financial statements
                                             2



                        Tax Free Fund of Vermont, Inc.

                      STATEMENT OF ASSETS AND LIABILITIES

                                 June 30, 1999
                                   Unaudited




  ASSETS
    Investments in securities at market value
      (identified cost $9,618,854) (Note 1-A)                    $9,546,047
    Cash                                                             24,398
    Interest Receivable                                             140,448
    Prepaid Expenses and Other Assets                                67,078
        Total assets                                              9,777,971

  LIABILITIES
    Accrued expenses                                                 (1,527)
        Total liabilities                                            (1,527)

  NET ASSETS
    (Applicable to 982,044 shares outstanding,
    $.01 par value, 10,000,000 shares authorized)                $9,779,498

  NET ASSET VALUE, OFFERING AND REPURCHASE PRICE PER SHARE
    ($9,779,498 divided by 982,044)                                   $9.96

  NET ASSETS
    At June 30, 1999, net assets consisted of:
      Paid-in capital                                            $9,776,395
      Accumulated net realized loss on investments                  (35,798)
      Unrealized depreciation of investments                         38,901

                                                                 $9,779,498



  See accompanying notes to financial statements

                                            3




                        Tax Free Fund of Vermont, Inc.

                            STATEMENT OF OPERATIONS

                        Six months ended June 30, 1999
                                   Unaudited



  INVESTMENT INCOME
    Income
      Interest                                                     $252,814

    Expenses
      Investment advisory fees (Note 4)                              33,462
      Audit and legal fees                                            6,168
      Insurance                                                       4,679
      Printing and postage                                            6,377
      Administrative and shareholder services (Note 4)                7,147
      Custody fees                                                    1,082
      Portfolio pricing costs                                         1,337
      Registration fees                                               1,150
      Directors fees and expenses                                     2,726
      Other                                                             125
      Total expenses                                                 64,253
        Net investment income                                       188,561

  REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Net realized loss on investments sold                           (35,798)
    Net change in unrealized appreciation                          (228,324)
        Net loss on investments                                    (264,122)

          Net decrease in net assets resulting from operations    $ (75,561)





  See accompanying notes to financial statements

                                             4




                        Tax Free Fund of Vermont, Inc.

                      STATEMENTS OF CHANGES IN NET ASSETS

                        Six months ended June 30, 1999
                                   Unaudited



  INCREASE IN NET ASSETS FROM
    OPERATIONS
      Net investment income                                     $   188,561
      Net realized gain (loss) on investments                       (35,798)
      Net change in unrealized appreciation                        (228,324)
        Net increase in net assets resulting
          from operations                                           (75,561)

    DISTRIBUTIONS TO SHAREHOLDERS FROM
      Net investment income                                        (188,561)

    CAPITAL SHARE TRANSACTIONS (Note 3)
      Increase in net assets resulting from
        capital share transactions                                  504,508

        Total increase in net assets                                240,386

  NET ASSETS
    Beginning of period                                           9,539,112

    End of period                                                $9,779,498






  See accompanying notes to financial statements

                                     5






                              Tax Free Fund of Vermont, Inc.

                                   FINANCIAL HIGHLIGHTS

                      (For a share outstanding throughout the period)
<TABLE>
<CAPTION>





                                                                       January 1, 1999       Year Ended
                                                                              to             December 31,
                                                                         June 30, 1999           1998

NET ASSET VALUE
<S>                                                                     <C>              <C>
      Beginning of period ...........................................   $      10.23     $      10.29
  Income from investment
    operations
    Net investment income ...........................................            .20              .43
    Net gain (loss)on securities
      (both realized and unrealized) ................................           (.00)            (.04)

    Total from investment operations ................................            .20              .39

  Less distributions
    Dividends from net investment income ............................           (.20)            (.43)
    Realized gain on investments ....................................           (.27)            (.02)

  End of period .....................................................   $       9.96     $      10.23

TOTAL RETURN ........................................................          (2.63)%           3.82%

RATIOS/SUPPLEMENTAL DATA
  Net assets at end of period
    (000's) .........................................................   $      9,779        $   9,539

  Ratio of expenses to average
    net assets ......................................................           1.26%(1)         1.51%

  Ratio of net investment income
    to average net assets ...........................................           3.94%(1)         4.16%

PORTFOLIO TURNOVER ..................................................             28%              41%


</TABLE>

   (1)Annualized

   See accompanying notes to financial statements

                                      6





                         Tax Free Fund of Vermont, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999
                                    Unaudited



(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 share-holders 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.






                         Tax Free Fund of Vermont, Inc.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                                  June 30, 1999

                                    Unaudited


(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. 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
     affest 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.


(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 for the six  months  ended June 30,  1999  aggregated  $3,148,029  and
     $2,617,974, respectively.


(3)  CAPITAL SHARE TRANSACTIONS

     Transactions  in shares of the Fund for the six months  ended June 30, 1999
     were as follows:

                                Shares         Amount

       Shares sold            113,161 $  1,150,983
       Shares issued in
         reinvestment of
         dividends             12,742      129,369
       Shares redeemed        (76,125)    (775,844)

       Net increase            49,778   $  504,508









                         Tax Free Fund of Vermont, Inc.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                                  June 30, 1999




(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
     for total net assets up to $10  million and .6%  (six-tenths  of I percent)
     for total net assets over $10 million. 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 six months  ended
     June 30, 1999.

     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 six months ended June 30, 1999,  administrative services fees
     paid by the Fund totaled $3,824.

     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.  The directors of the Fund were paid
     $3,000 in fees for the six months ended June 30, 1999.


(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.




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