ThZeal - The Zeal

N-CSRS 1 d897927dncsrs.htm N-CSRS N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05009

COLORADO BONDSHARES — A TAX-EXEMPT FUND

(Exact name of registrant as specified in its charter)

1200 17TH STREET, SUITE 850

DENVER, COLORADO 80202-5808

(Address of principal executive offices) (Zip code)

FRED R. KELLY, JR.

1200 17TH STREET, SUITE 850

DENVER, COLORADO 80202-5808

(Name and address of agent for service)

Registrant’s telephone number, including area code: 303-572-6990

Date of fiscal year end: 09/30

Date of reporting period: 03/31/2020

ITEM 1. REPORT TO STOCKHOLDERS.

LOGO

May 28, 2020

Dear Shareholders:

I am going to try to make some sense for you of the events that have occurred during this semi-annual period, just ended March 31, 2020. I was encouraged by some to send an interim communication to shareholders to provide insight. Frankly, I did not want to just issue a “puff piece” and events were unfolding at such speed that yesterday’s message might be completely misleading a day later.

Things in the economy were going so well that investors had become desensitized to the elements of risk. At first the credit markets became concerned because the price of oil reached such low levels that many of the corporate entities who had borrowed money in pursuit of oil and gas projects would not be able to repay their loans. Concern soon spread to the municipal markets. On the heels of the oil rout, the news of the Coronavirus (COVID-19) became increasingly concerning as markets worried about the unfathomable effects of a pandemic. If stadiums remained empty, airports were unused, toll roads abandoned, what would happen to the municipal bonds originally issued to build those facilities? Moreover, what happens to the cities and the states that would likewise suffer ill-effects if revenue collections were disrupted. How long would it take to resume operations? What would be the revenue shortfall? Would there be massive defaults?

All are very legitimate concerns and will most certainly take some time to sort out. The other element, though, which took some of the guesswork out of the equation was the rapid response of the Federal Reserve and the U.S. Treasury. They have made clear through their various programs, their intentions to return to normalcy wherever possible. Even though that money really has not been agreed upon or distributed completely, the mere promise of assistance has served to stabilize things.

So, having said all of that, what are the effects on Colorado BondShares? During the “Pandemic Madness” our share price dropped by 71 cents a share, the most in our history. So far, we have recovered more than half of the original amount and prospects are good that we will recover the balance, but it is difficult to say exactly how long that will take.

Important points to remember. Even though the markdown was sudden and substantial, it was generally less than many our competitors due to our shorter maturities and high cash balances. This is of small consolation, I know. However, all the losses to date are paper losses. We have not sold any

positions, nor do we intend to do so which means the decline in our net asset value is not permanent. No matter what they are worth today; if chosen properly, bonds mature at 100 cents on the dollar. We have used this time to put some of our cash to work at attractive yields which should help the dividend down the road. We do not own any stadium, airport, or RTD/toll road bonds. Further, we do not own any bonds issued by cities, towns, counties or states. So, what do we own? A complete list of our holdings is attached for your information but to summarize, we own mostly non-rated bonds therefore there is no risk of a ratings downgrade. We own a significant amount of cash. In addition, we own charter schools who are assured of their revenue a year in advance which is not reduced even if they are not in session due to a pandemic. We own general obligation bonds on special districts that primarily depend on property taxes as their revenue source. They, too, know their revenues a year in advance and are designed to withstand economic cycles. Some of these districts depend on future residential building to meet projections but that appears to be going surprisingly well. We also believe that people will continue to come to Colorado. We believe that if one’s home becomes an “office, schoolhouse and recreational facility” then it is even more critically important. The older districts are nearly built out and the newer ones typically have 2 or 3 years of capitalized interest set aside from bond proceeds to assure payment during that time frame. Both may have additional amounts pledged exclusively to bondholders in the form of a bond reserve. We have a few revenue holdings such as Native American bonds and nursing homes in the portfolio, some who may be affected but have qualified for PPP SBA program relief.

Undoubtedly, we will find some of our projects that struggle from what has happened, but it is not widespread, and we will deal with those situations just as we have in the past. By and large, we feel very fortunate to be where we are and believe that despite the pandemic, our future remains favorable and optimistic. We are pretty sure that with the U.S. Treasury borrowing nearly ten trillion dollars to solve the world’s problems, income tax rates will not be going down.

I never thought I would see the day when you could walk into a financial institution with a mask on and ask for money without raising alarm. Allow me to express my humble appreciation for your continued support and trust in Colorado BondShares.

Sincerely,

LOGO

Fred R. Kelly

Portfolio Manager

Officers and Trustees

George N. Donnelly, Chairman of the Board of Trustees, Interim President, Secretary, Treasurer and Trustee

Bruce G. Ely, Trustee

James R. Madden, Trustee

Fred R. Kelly, Jr., Portfolio Manager

Investment Adviser

Freedom Funds Management Company

Transfer, Shareholder Servicing, and Dividend Disbursing Agent

Freedom Funds Management Company

Distributor

Colorado Financial Service Corporation

Custodian of Portfolio Securities

UMB Bank, N.A.

Independent Registered Public Accounting Firm

Plante & Moran, PLLC

Special Legal Counsel

Kutak Rock LLP

This report is submitted for the general information of the shareholders of Colorado BondShares — A Tax-Exempt Fund. This report must be preceded or accompanied by a Prospectus of the Fund. The prospectus contains information concerning the investment policies and expenses of the portfolio in addition to other pertinent information. Shares of Colorado BondShares — A Tax-Exempt Fund are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including possible loss of the principal amount invested.

Officers and Trustees of the Fund (unaudited)

The following table lists the trustees and officers of the Fund, together with their address, age, positions held with the Fund, the term of each office held and the length of time served in each office, principal business occupations during the past five years and other directorships, if any, held by each trustee and officer. Each trustee and officer has served in that capacity for the Fund continuously since originally elected or appointed. The Board supervises the business activities of the Fund. Each trustee serves as a trustee until termination of the Fund unless the Trustee dies, resigns, retires, or is removed. The Fund’s Statement of Additional Information includes more information about the trustees. Shareholders may call (800) 572-0069 to request a free copy.


Name, Address and Age	Position held with the Fund and Length of Time Served	Principal Occupation During the Past Five Years:	Other Directorships Held By Director
Non-Interested Trustees

Bruce G. Ely 1200 17th Street, Suite 850 Denver CO 80202 Age: 69	Trustee since July 2002	Mr. Ely was a Regional Director for Cutwater Asset Management, a wholly owned subsidiary of MBIA, Inc. until his retirement in September 2013.	None

James R. Madden 1200 17th Street, Suite 850 Denver CO 80202 Age: 76	Trustee since September 2004	Mr. Madden has owned Madden Enterprises, a real estate company that owns and leases commercial buildings and real estate, for the past thirty years. He is also a stockholder and director of The Community Bank in western Kansas. He has been a bank director for 25 years.	None

Interested Trustees*

George N. Donnelly 1200 17th Street, Suite 850 Denver CO 80202 Age: 73	Chairman of the Board of Trustees, Trustee since inception of the Fund in 1987 and Interim President, Secretary and Treasurer of the Fund since September 26, 2008	Mr. Donnelly was a Senior Regional Vice President for Phoenix Life Insurance Company until his retirement in January 2010.	None

*George N. Donnelly is an “interested person” of the Fund as defined in the Investment Company Act of 1940 (the “1940 Act”) by virtue of his position as both an officer and a trustee of the Fund as described in the table above. None of the trustees nor the officers of the Fund have any positions with the Investment Adviser, the principal underwriter of the Fund, the distribution agent of the Fund, the service agent of the Fund or the custodian of the Fund, or any affiliates thereof. There is no family relationship between any officers and trustees of the Fund.

FUND EXPENSES (unaudited)

The following examples are intended to help you understand the ongoing costs (in dollars) of investing in the Fund and compare these costs with those of other mutual funds. The examples (actual and hypothetical 5% return) are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

As a shareholder of Colorado BondShares — A Tax-Exempt Fund (the “Fund’) you can incur two types of costs:

•

Sales charges (front loads) on fund purchases and

•

Ongoing fund costs, including management fees, administrative services, and other fund expenses. All mutual funds have operating expenses. Operating expenses, which are deducted from the Fund’s gross income, directly reduce the investment return of the Fund.

Actual Fund Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Six Months Ended March 31, 2020


Colorado BondShares — A Tax- Exempt Fund	Beginning Account Value 10/01/19			Ending Account Value 03/31/20			Expenses Paid During Period(1)
Based on Actual Fund Return		$	1,000.00		$	977.07		$	2.83
Based on Hypothetical 5% Annual Return Before Expenses		$	1,000.00		$	1,022.20		$	2.84

(1)	The expenses shown in this table are equal to the Fund’s annualized expense ratio of 0.57% for semi-annual year ended March 31, 2020, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Please note that expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher. You can find more information about the Fund’s expenses in the Financial Statements section of this report. For additional information on operating costs, please see the Fund’s prospectus.

CREDIT QUALITY (unaudited)

Colorado BondShares — A Tax-Exempt Fund

Based on a Percentage of Total Net Assets as of March 31, 2020

LOGO

SECTOR BREAKDOWN (unaudited)

Colorado BondShares — A Tax-Exempt Fund

Based on a Percentage of Total Net Assets as of March 31, 2020

LOGO

* Cash & equivalents include cash and receivables less liabilities.

** Short-term investments include securities with a maturity date or redemption feature of one year or less, as identified in the Schedule of Investments.

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments

March 31, 2020 (unaudited)


Colorado Municipal Bonds 41.7%	Maturity		Coupon		Principal		Value

*Colorado 100.0%*
ABERDEEN METROPOLITAN DISTRICT #1		12/1/2035		7.50%	$	1,600,000	$	476,000
ANTHOLOGY WEST METROPOLITAN DISTRICT #4(g)		12/15/2037		6.00%		6,440,000		5,862,976
ANTHOLOGY WEST METROPOLITAN DISTRICT #5, SER A		12/1/2049		4.88%		4,630,000		3,772,478
ANTHOLOGY WEST METROPOLITAN DISTRICT #5, SER B SUBS(g)		12/15/2049		7.63%		698,000		597,565
BANNING LEWIS RANCH METROPOLITAN DISTRICT #3 – SENIOR 2015A		12/1/2045		6.13%		1,775,000		1,655,880
BANNING LEWIS RANCH REGIONAL METROPOLITAN DISTRICT		12/1/2048		5.38%		2,500,000		2,358,825
BANNING LEWIS RANCH REGIONAL METROPOLITAN DISTRICT, SERIES 2018B(g)		12/15/2041		7.75%		625,000		596,581
BRAMMING FARM METROPOLITAN DISTRICT #1(d)		12/1/2044		6.00%		1,987,500		1,888,264
BRENNAN METROPOLITIAN DISTRICT – SENIOR 2016A		12/1/2046		5.25%		1,185,000		1,178,174
BRENNAN METROPOLITAN DISTRICT – SUBORDINATE 2016b(g)		12/15/2046		7.50%		516,000		470,308
BRIGHTON CROSSING METROPOLITAN DISTRICT #4 – SENIOR 2017A		12/1/2037		5.00%		525,000		508,657
BRIGHTON CROSSING METROPOLITAN DISTRICT #4 – SUBORDINATE 2017B(g)		12/1/2047		7.00%		670,000		600,199
CASTLE OAKS METROPOLITAN DISTRICT #3		12/1/2044		6.25%		2,860,000		3,038,693
CASTLE OAKS METROPOLITAN DISTRICT #3 – SERIES 2016		12/1/2045		5.50%		2,345,000		2,474,210
CASTLE OAKS METROPOLITAN DISTRICT #3 – SERIES 2017		12/1/2037		5.00%		3,275,000		3,051,252
CITY CTR WEST RSDL METROPOLITAN DISTRICT NO. 2		12/1/2049		5.00%		1,040,000		941,803
CITY CTR WEST RSDL METROPOLITAN DISTRICT NO. 2, SUBORDINATES(g)		12/15/2049		7.75%		1,425,000		1,220,883
COLLIERS HILL METROPOLITAN DISTRICT #2 – SUBORDINATE 2017B(g)		12/15/2047		8.50%		3,501,000		3,137,491
COLORADO CENTRE METROPOLITAN DISTRICT – SERIES B(g)(i)(j)		1/1/2032		0.00%		6,494,752		3,409,745
COLORADO CENTRE METROPOLITAN DISTRICT – SERIES 1992 P/O(e)(i)		1/1/2027		0.00%		2,017,460		1,775,788

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
COLORADO CENTRE METROPOLITAN DISTRICT – SERIES 1992 I/O(f)(i)(j)		1/1/2027		9.00%	$	2,023,414	$	1,618,731
COLORADO CROSSING METROPOLITAN DISTRICT #2		12/1/2047		7.50%		7,391,000		6,774,369
CECFA – THOMAS MACLAREN CHARTER SCHOOL		6/1/2024		5.00%		15,350,000		14,916,823
CECFA – SWALLOW ACADEMY CHARTER SCHOOL		11/15/2027		5.35%		3,420,000		3,330,157
CECFA-NEW VISION CHARTER SCHOOL		6/1/2025		5.38%		23,135,000		22,573,976
CECFA – GRAND PEAK ACADEMY CHARTER SCHOOL		7/1/2025		5.60%		20,975,000		20,416,226
CECFA GLOBAL VILLAGE ACADEMY CHARTER SCHOOL, SER A		7/1/2025		5.35%		2,540,000		2,496,541
CECFA – AMERICAN ACADEMY CHARTER SCHOOL		12/1/2026		4.05%		27,025,000		24,649,773
COLORADO HOUSING & FINANCE AUTHORITY(a)(j)		12/1/2013		0.00%		3,755,000		3,755,000
CHFA – CASEY’S POND SENIOR LIVING(l)		6/1/2032		0.00%		8,110,000		4,839,724
CHFA – CASEY’S POND SENIOR LIVING(l)		6/1/2042		0.00%		10,665,000		6,175,142
CHFA – CASEY’S POND SENIOR LIVING(l)		6/1/2047		0.00%		8,600,000		4,962,716
COLORADO INTERNATIONAL CENTER METROPOLITAN DISTRICT #3		12/1/2031		4.63%		635,000		590,690
COLORADO SPRINGS URBAN RENEWAL AUTHORITY		12/15/2030		6.75%		713,000		643,083
CONIFER METROPOLITAN DISTRICT		12/1/2030		0.00%		10,000,000		4,000,000
CONIFER METROPOLITAN DISTRICT		12/1/2032		0.00%		1,450,000		580,000
CONIFER METROPOLITAN DISTRICT		12/1/2033		0.00%		1,550,000		620,000
COPPERLEAF METROPOLITAN DISTRICT #3		12/1/2037		5.00%		1,000,000		987,230
COUNTRY CLUB HIGHLANDS METROPOLITAN DISTRICT		12/1/2037		7.25%		1,030,000		875,500
CUCHARES RANCH METROPOLITAN DISTRICT		12/1/2045		5.00%		2,062,000		1,855,656
DENVER INTL BUSINESS CTR METROPOLITAN DISTRICT NO. 1 – SERIES 2019B SUB(g)		12/1/2048		6.00%		2,295,000		2,135,360
DENVER WEST PROMENADE METROPOLITAN DISTRICT		12/1/2031		5.13%		500,000		478,580
DENVER WEST PROMENADE METROPOLITAN DISTRICT		12/15/2046		6.00%		500,000		461,750
UNITED W & S – EAST CHERRY CREEK(c)		11/15/2023		5.00%		3,493,000		3,497,960
ELBERT & HWY 86 COML METROPOLITAN DISTRICT		12/1/2032		7.50%		4,500,000		3,375,000
ERIE FARM METROPOLITAN DISTRICT – SERIES 2016A		12/1/2045		5.50%		2,000,000		1,911,300
ERIE HIGHLANDS METROPOLITAN DISTRICT #1 – SENIOR 2015A		12/1/2045		5.75%		2,620,000		2,513,392

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
ERIE HIGHLANDS METROPOLITAN DISTRICT #1 – SUBORDINATE 2015B(g)		12/15/2045		7.75%	$	708,000	$	658,950
ERIE HIGHLANDS METROPOLITAN DISTRICT NO2, SER 2018A		12/1/2048		5.25%		6,000,000		5,509,740
ERIE HIGHLANDS METROPOLITAN DISTRICT NO 2, SER 2018B SUBORDINATES(g)		12/15/2048		7.63%		1,819,000		1,696,090
FITZSIMONS VILLAGE METROPOLITAN DISTRICT NO. 1, SER B SUBS(g)		12/15/2049		7.00%		611,000		490,022
FLATIRON MEADOWS METROPOLITAN DISTRICT		12/1/2046		5.13%		2,000,000		1,811,860
FLYING HORSE METROPOLITAN DISTRICT NO 3		12/1/2049		6.00%		2,965,000		2,551,442
FOREST TRACE METROPOLITAN DISTRICT #3 – SUBORDINATE 2016B(g)		12/15/2046		7.25%		683,000		764,127
FORT LUPTON GOLF COURSE(a)		12/15/2037		0.00%		620,000		6,200
GODDING HOLLOW METROPOLITAN DISTRICT		12/1/2034		6.50%		925,000		882,903
GREAT WESTERN PARK METROPOLITAN DISTRICT #2 – SENIOR 2016A		12/1/2026		4.00%		585,000		547,736
GREAT WESTERN PARK METROPOLITAN DISTRICT #2 – SUBORDINATE 2016B(g)		12/15/2046		7.25%		775,000		685,170
GREEN GABLES METROPOLITAN DISTRICT #1 – SENIOR 2016A		12/1/2046		5.30%		1,250,000		1,320,613
GREEN GABLES METROPOLITAN DISTRICT #1 – SUBORDINATE 2016B(g)		12/15/2046		7.75%		740,000		838,464
GREEN GABLES METROPOLITAN DISTRICT NO. 2 SERIES 2018B SUBORDINATE(g)		12/15/2048		8.25%		1,689,000		1,598,284
HIGHLANDS METROPOLITAN DISTRICT #2 – SENIOR 2016A		12/1/2046		5.13%		1,960,000		1,832,992
HIGHLANDS METROPOLITAN DISTRICT #2 – SUBORDINATE 2016B(g)		12/15/2046		7.50%		1,269,000		1,178,254
HUNTER’S OVERLOOK METROPOLITAN DISTRICT NO. 5, SUBS(g)		12/15/2049		8.50%		1,827,000		1,592,011
HYLAND VILLAGE METROPOLITAN DISTRICT		12/1/2027		8.00%		4,770,000		2,385,000
IRON WORKS VILLAGE METROPOLITAN DISTRICT		12/1/2048		5.88%		1,500,000		1,411,035
JEFFCO BUSINESS CENTER METROPOLITAN DISTRICT #1(j)		5/1/2021		8.00%		1,006,000		1,006,000
JEFFERSON CENTER METROPOLITAN DISTRICT #1		12/1/2026		4.75%		1,728,000		1,659,969
LEWIS POINTE METROPOLITAN DISTRICT – SENIOR 2015A		12/1/2044		6.00%		2,590,000		2,459,024

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
LEWIS POINTE METROPOLITAN DISTRICT – JUNIOR LIEN 2017C(g)		12/15/2047		9.00%	$	536,000	$	316,535
LEYDEN ROCK METROPOLITAN DISTRICT – SENIOR 2016A		12/1/2025		4.00%		500,000		494,240
LEYDEN ROCK METROPOLITAN DISTRICT – SENIOR 2016A		12/1/2033		4.38%		905,000		886,257
LEYDEN ROCK METROPOLITAN DISTRICT – SENIOR 2016A		12/1/2045		5.00%		1,525,000		1,463,451
LEYDEN ROCK METROPOLITAN DISTRICT – SUBORDINATE 2016B(g)		12/15/2045		7.25%		1,195,000		1,123,037
LEYDEN ROCK METROPOLITAN DISTRICT #10 – JUNIOR LIEN 2017C(g)		12/15/2049		10.75%		1,025,000		950,534
LINCOLN MEADOWS METROPOLITAN DISTRICT		12/1/2031		8.00%		7,315,000		6,715,463
LITTLETON VILLAGE METROPOLITAN DISTRICT #2		12/1/2045		5.38%		1,689,000		1,624,480
LITTLETON VILLAGE METROPOLITAN DISTRICT NO 2, SERIES 2018B SUBORDINATES(g)		12/15/2028		7.63%		1,140,000		1,090,889
MARIN METROPOLITAN DISTRICT(a)(j)		12/1/2028		0.00%		17,485,000		1,573,650
MARVELLA METROPOLITAN DISTRICT – SENIOR 2016A		12/1/2046		5.13%		1,405,000		1,366,096
MEADOWS METROPOLITAN DISTRICT #1(k)		6/1/2029		8.00%		30,730,000		29,426,741
MEADOWS METROPOLITAN DISTRICT #2(k)		6/1/2029		8.00%		23,830,000		22,819,370
MEADOWS METROPOLITAN DISTRICT #7(k)		6/1/2029		8.00%		15,440,000		14,785,190
MIDCITIES METROPOLITAN DISTRICT #2 – SUBORDINATE 2016B(g)		12/15/2046		7.75%		1,919,000		1,770,201
MIRABELLE METROPOLITAN DISTRICT NO. 2 SER 2020A SENIORS		12/1/2049		5.00%		1,250,000		1,094,775
MIRABELLE METROPOLITAN DISTRICT NO. 2, SER B SUBS(g)		12/15/2049		7.38%		1,473,000		1,227,937
MOUNT CARBON METROPOLITAN DISTRICT – SERIES 2004A(g)		6/1/2043		7.00%		197,916		197,916
MOUNT CARBON METROPOLITAN DISTRICT – SERIES 2004B(g)		6/1/2043		7.00%		1,480,000		1,480,000
MOUNT CARBON METROPOLITAN DISTRICT – SERIES 2004C(g)		6/1/2043		0.00%		565,000		124,300
MOUNTAIN SHADOWS METROPOLITAN DISTRICT – SUBORDINATE 2016B(g)		12/15/2046		7.50%		1,800,000		1,667,592
MOUNTAIN SHADOWS METROPOLITAN DISTRICT – SUBORDINATE 2018C-1(g)		12/15/2040		10.00%		1,994,000		1,869,574

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
MURPHY CREEK METROPOLITAN DISTRICT #3		12/1/2026		6.00%	$	2,540,000	$	2,540,000
MURPHY CREEK METROPOLITAN DISTRICT #3		12/1/2035		6.13%		1,880,000		1,880,000
NORTH PINE VISTAS METROPOLITAN DISTRICT #2 – SENIOR 2016A		12/1/2046		6.75%		6,735,000		5,640,293
NORTH PINE VISTAS METROPOLITAN DISTRICT #2 – SUBORDINATE 2016B(g)		12/15/2046		8.50%		1,810,000		1,556,310
NORTH PINE VISTAS METROPOLITAN DISTRICT #3 – SENIOR 2016A		12/1/2036		6.00%		3,393,000		3,198,513
NORTH PINE VISTAS METROPOLITAN DISTRICT #3 – SUBORDINATE 2016B(g)		12/15/2046		8.25%		1,188,000		1,137,189
OVERLOOK METROPOLITAN DISTRICT – SENIOR 2016A		12/1/2046		5.50%		1,500,000		1,326,510
PAINTED PRAIRIE PUBLIC IMPROVEMENT AUTHORITY		12/1/2029		4.00%		1,000,000		912,540
PALISADE METROPOLITAN DISTRICT #2		12/1/2031		4.38%		2,605,000		2,388,551
PALISADE PARK NORTH METROPOLITAN DISTRICT #1 – SENIOR 2016A		12/1/2046		5.88%		2,075,000		1,830,752
PALISADE PARK NORTH METROPOLITAN DISTRICT #1 – SUBORDINATE 2016B(g)		12/15/2046		8.00%		525,000		484,024
PALISADE PARK NORTH METROPOLITAN DISTRICT #2 – SENIOR 2018A		12/1/2047		5.63%		1,745,000		1,599,991
PARKER AUTOMOTIVE METROPOLITAN DISTRICT		12/1/2045		5.00%		2,021,000		1,802,995
PARKER AUTOMOTIVE METROPOLITAN DISTRICT SUB SERIES 2018B(g)		12/15/2032		8.00%		3,785,000		3,576,522
PIONEER METROPOLITAN DISTRICT #3(g)		12/1/2046		6.50%		3,781,000		3,305,804
THE PLAZA METROPOLITAN DISTRICT #1		12/1/2022		5.00%		500,000		511,725
THE PLAZA METROPOLITAN DISTRICT #1		12/1/2040		5.00%		7,850,000		7,859,342
POTOMAC FARMS METROPOLITAN DISTRICT – SERIES 2007A		12/1/2037		7.25%		2,340,000		2,173,064
POTOMAC FARMS METROPOLITAN DISTRICT – SERIES 2007B		12/1/2023		7.63%		229,000		226,211
PROMENADE AT CASTLE ROCK METROPOLITAN DISTRICT #1 – SERIES A		12/1/2025		5.13%		500,000		516,130
PUBLIC FINANCE AUTH CHARTER SCHOOL-COLORADO SPRINGS		7/1/2029		4.95%		6,720,000		6,347,174
PUBLIC FINANCE AUTH CHARTER SCHOOL-FT COLLINS, A		7/1/2029		4.95%		21,650,000		20,448,858

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
PUBLIC FINANCE AUTH CHARTER SCHOOL-DOUGLAS CNTY		7/1/2029		4.95%	$	14,620,000	$	13,808,882
PUBLIC FINANCE AUTH CHARTER SCHOOL-DOUGLAS CNTY TXBL		7/1/2026		4.95%		3,310,000		3,122,886
PUBLIC FINANCE AUTH CHARTER SCHOOL-FT COLLINS		7/1/2029		4.95%		10,720,000		10,125,254
PUBLIC FINANCE AUTH CHARTER SCHOOL-AURORA		7/1/2029		4.95%		5,200,000		4,798,924
PUBLIC FINANCE AUTH CHARTER SCHOOL-WINDSOR		7/1/2029		4.95%		13,210,000		12,477,109
PFA AURORA CHARTER SCHOOL BC PROJ, SER B – FED EXEMPT/STATE TAXABLE		7/1/2029		4.75%		18,365,000		16,691,214
PUBLIC FINANCE AUTHORITY – COLORADO SKIES ACADEMY CHARTER SCHOOL, SER A		7/1/2025		5.63%		10,290,000		9,795,257
PFA DOUGLAS COUNTY CHARTER SCHOOL BC, SER 2020A		7/1/2029		4.65%		30,830,000		27,885,735
PUBLIC FINANCE AUTHORITY – MONUMENT ACADEMY SER. 2019A		6/1/2026		5.00%		28,725,000		27,218,087
RAVENNA METROPOLITAN DISTRICT CONV CABS – SUBORDINATE SERIES 2017B(d)		12/15/2026		7.50%		8,000,000		7,182,240
REATA RIDGE VILLAGE METROPOLITAN DISTRICT NO. 2		12/1/2049		5.00%		900,000		815,022
RENDEZVOUS METROPOLITAN DISTRICT NO 4 – SUBORDINATE, SERIES 2018B(g)		10/15/2048		8.00%		1,189,000		1,063,870
REX RANCH METROPOLITAN DISTRICT – SUBORDINATE 2018B(g)		12/15/2047		7.88%		445,000		409,698
RICHARDS FARM METROPOLITAN DISTRICT #2 – SENIOR SERIES 2015A		12/1/2045		5.75%		1,400,000		1,481,396
RIVERDALE PEAKS II METROPOLITAN DISTRICT		12/1/2025		6.40%		930,000		465,000
RIVERDALE PEAKS II METROPOLITAN DISTRICT		12/1/2035		6.50%		1,135,000		567,500
ROUTT CNTY LID – SERIES 2004A		8/1/2024		6.50%		173,000		173,209
ROXBOROUGH VILLAGE METROPOLITAN DISTRICT – SERIES 1993B P/O(e)(i)(j)		12/31/2021		0.00%		76,473		44,010
ROXBOROUGH VILLAGE METROPOLITAN DISTRICT – SERIES 1993B I/O(f)(i)		12/31/2042		0.00%		242,645		26,691
SABELL METROPOLITAN DISTRICT, SER 2020 B3 SUBS(g)		12/15/2050		8.25%		605,000		495,168

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
SIERRA RIDGE METROPOLITAN DISTRICT #2 – SENIOR SERIES 2016A		12/1/2031		4.50%	$	1,000,000	$	946,830
SIERRA RIDGE METROPOLITAN DISTRICT #2 – SUBORDINATE SERIES 2016B(g)		12/15/2046		7.63%		1,500,000		1,420,545
SOLARIS METROPOLITIAN DISTRICT #3 – SUBORDINATE SERIES 2016B(g)		12/15/2046		7.00%		1,000,000		934,900
SOLITUDE METROPOLITAN DISTRICT(j)		12/1/2026		7.00%		3,520,000		2,288,000
SORREL RANCH METROPOLITAN DISTRICT		12/1/2036		5.75%		5,906,000		4,925,013
SOUTHGLENN METROPOLITAN DISTRICT		12/1/2021		3.00%		936,000		920,453
SOUTHSHORE METROPOLITAN DISTRICT #2 CONV CABS(d)		12/1/2042		6.50%		7,205,000		6,127,708
SOUTHSHORE METROPOLITAN DISTRICT #2 – SUBORDINATE SERIES 2017(g)		12/15/2042		7.75%		5,202,000		4,457,802
ST VRAIN LAKES METROPOLITAN DISTRICT #2 – SENIOR SERIES 2017A		12/1/2037		5.00%		1,500,000		1,427,205
ST VRAIN LAKES METROPOLITAN DISTRICT #2 – SUBORDINATE SERIES 2017B(g)		12/15/2047		7.63%		1,083,000		992,017
STC METROPOLITAN DISTRICT NO. 2, SER A		12/1/2029		4.00%		1,615,000		1,488,820
STC METROPOLITAN DISTRICT NO. 2		12/1/2038		5.00%		4,955,000		4,716,665
STC METROPOLITAN DISTRICT, SER 2019 SUBS(g)		12/15/2049		8.00%		3,954,000		3,372,248
STERLING RANCH COMMUNITY AUTHORITY BOARD – SENIOR SERIES 2015A		12/1/2035		5.50%		2,195,000		2,244,431
STERLING RANCH COMMUNITY AUTHORITY BOARD – SENIOR SERIES 2015A		12/1/2045		5.75%		3,000,000		3,077,280
STERLING RANCH COMMUNITY AUTHORITY BOARD – SUBORDINATE SERIES 2015B(g)		12/15/2045		7.75%		1,045,000		1,061,866
STONE RIDGE METROPOLITAN DISTRICT #2		12/1/2031		0.00%		11,896,000		1,903,360
TABLE MOUNTAIN METROPOLITAN DISTRICT – SENIOR SERIES 2016A		12/1/2045		5.25%		1,605,000		1,602,047
TABLE MOUNTAIN METROPOLITAN DISTRICT – SUBORDINATE SERIES 2016B(g)		12/15/2045		7.75%		570,000		563,838
TALLYN’S REACH METROPOLITAN DISTRICT #3		11/1/2038		5.13%		2,070,000		2,070,869
TALLYN’S REACH METROPOLITIAN DISTRICT #3 – SUBORDINATE SERIES 2016A(g)		11/1/2038		6.75%		715,000		684,777
TRAILS AT CROWFOOT METROPOLITAN DISTRICT NO 3		12/15/2049		9.00%		2,090,000		1,884,260

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
UNITED WATER & SAN DISTRICT ELBERT COUNTY(g)		12/1/2023		6.00%	$	1,989,000	$	1,989,875
VDW METROPOLITAN DISTRICT #2 – SUBORDINATE SERIES 2016B(g)		12/15/2045		7.25%		1,934,000		1,978,018
VALAGUA METROPOLITAN DISTRICT		12/1/2037		0.00%		11,500,000		2,196,500
VILLAS EASTLAKE RESERVOIR METROPOLITAN DISTRICT – SUBORDINATE SERIES 2016B(g)		12/15/2046		8.00%		355,000		341,407
WESTCREEK METROPOLITAN DISTRICT NO 2		12/1/2048		5.38%		1,300,000		1,154,582
WESTOWN METROPOLITAN DISTRICT – SENIOR SERIES 2017A		12/1/2047		5.00%		1,400,000		1,258,950
WHISPERING PINES METROPOLITAN DISTRICT #1 – SENIOR SERIES 2017A		12/1/2037		5.00%		2,000,000		1,998,300
WILD PLUM METROPOLITAN DISTRICT, SER A		12/1/2049		5.00%		595,000		617,729
WILLOW SPRINGS METROPOLITAN DISTRICT, SER 2019B SUBORDINATES(g)		12/15/2049		7.75%		650,000		556,316


Colorado (amortized cost $627,369,029)						679,889,160		578,116,823


Colorado Municipal Bonds (amortized cost $627,369,029)					$	679,889,160	$	578,116,823


Short-Term Municipal Bonds 17.3%

*Colorado 63.1%*
BOULDER CO HSG AUTH MF BROADWAY EAST APTS (LOC 3)		9/1/2037		6.50%	$	1,650,000	$	1,650,000
BOULDER COUNTY – BOULDER COLLEGE OF MASSAGE(a)(j)		10/15/2031		0.00%		4,315,000		4,315,000
BROOMFIELD URBAN RENEWAL AUTHORITY (LOC 1)		12/1/2030		4.85%		8,720,000		8,720,000
CECFA – PROSPECT RIDGE ACADEMY CHARTER SCHOOL		3/15/2023		5.00%		13,060,000		12,953,822
CECFA – AMERICAN ACADEMY CHARTER SCHOOL		12/1/2025		4.20%		35,875,000		33,579,359
CECFA – MONARCH MONTESSORI CHARTER SCHOOL		5/15/2020		5.50%		8,565,000		8,557,377
CECFA – PROSPECT RIDGE ACADEMY CHARTER SCHOOL		3/15/2023		4.85%		20,625,000		20,373,788
CECFA – ABILITIES CONNECTION CHARTER SCHOOL		10/1/2020		5.85%		30,825,000		30,054,375

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Short-Term Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Colorado (Continued)*
CECFA – ADDENBROOKE CLASSICAL ACADEMY CHARTER SCHOOL		6/1/2021		4.50%	$	17,710,000	$	17,545,120
COLORADO HEALTH FACILITIES AUTHORITY(b)(d)		7/15/2020		0.00%		520,000		518,071
COLORADO HOUSING & FINANCE AUTHORITY – SERIES 2007A (LOC 3)		1/1/2032		6.50%		6,185,000		6,185,000
COLORADO SPRINGS UTILITIES (LOC 3)		11/1/2041		4.50%		1,300,000		1,300,000
SHERIDAN REDEVLOPMENT AGENCY – SERIES 2011A-1 (LOC 5)		12/1/2029		5.25%		5,600,000		5,600,000


Colorado (amortized cost $154,939,884)						154,950,000		151,351,911



*Multi-State 34.5%*
FREDDIE MAC VR AMT TAX (LOC 6)		5/15/2046		4.77%		13,475,000		13,475,000
FREDDIE MAC AMT (LOC 6)		11/15/2036		6.50%		24,439,000		24,439,000
FREDDIE MAC VR AMT (LOC 6)		6/15/2036		6.50%		22,480,000		22,480,000
FREDDIE MAC VR (LOC 6)		12/15/2045		4.25%		19,250,000		19,250,000
SUNAMERICA TRUST CLASS A – SERIES 2001-2 AMT TAX (LOC 6)		7/1/2041		4.77%		3,220,000		3,220,000


Multi-State (amortized cost $82,864,000)						82,864,000		82,864,000



*Oregon 2.4%*
MULTNOMAH CITY HOSPITAL FACILITY ODD FELLOWS		10/1/2020		5.45%		5,815,000		5,775,749


Oregon (amortized cost $5,815,000)						5,815,000		5,775,749


Short-Term Municipal Bonds (amortized cost $243,618,884)					$	243,629,000	$	239,991,660


Other Municipal Bonds 6.6%

*South Dakota 68.0%*
FLANDREAU SANTEE SIOUX TRIBE		1/1/2036		5.75%	$	6,055,000	$	5,089,288
FLANDREAU SANTEE SIOUX TRIBE		1/1/2026		5.00%		3,240,000		2,981,772
FLANDREAU SANTEE SIOUX TRIBE		1/1/2031		5.50%		3,565,000		3,113,849
FLANDREAU SANTEE SIOUX TRIBE TE SERIES 2018B		1/1/2038		6.00%		6,120,000		5,595,455
FLANDREAU SANTEE SIOUX TRIBE TE SERIES 2018C		1/1/2038		6.00%		5,450,000		4,982,881
FLANDREAU SANTEE SIOUX TRIBE TAXABLE SERIES 2018A		1/1/2023		8.28%		875,000		874,694

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Other Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*South Dakota (Continued)*
FLANDREAU SANTEE SIOUX TRIBE TAXABLE SERIES 2018A		1/1/2024		8.28%	$	950,000	$	947,806
FLANDREAU SANTEE SIOUX TRIBE TAXABLE SERIES 2018A		1/1/2025		8.28%		1,030,000		1,024,356
FLANDREAU SANTEE SIOUX TRIBE TAXABLE SERIES 2018A		1/1/2026		8.28%		1,115,000		1,102,936
FLANDREAU SANTEE SIOUX TRIBE TAXABLE SERIES 2018A		1/1/2027		8.28%		1,205,000		1,186,660
FLANDREAU SANTEE SIOUX TRIBE TAXABLE SERIES 2018A		1/1/2028		8.28%		1,305,000		1,276,590
FLANDREAU SANTEE SIOUX TRIBE TAXABLE SERIES 2018A		1/1/2033		8.28%		8,670,000		8,386,664
LOWER BRULE SIOUX TRIBE		3/1/2025		5.88%		1,300,000		1,223,014
OGLALA SIOUX TRIBE OF PINE RIDGE		10/1/2022		5.00%		1,050,000		1,050,809
OGLALA SIOUX TRIBE, SERIES 2018		7/1/2028		5.50%		3,700,000		3,557,402
OGLALA SIOUX TRIBE, SERIES 2018		7/1/2037		6.00%		9,270,000		8,513,661
OGLALA SIOUX TRIBE, SERIES 2018B		9/1/2041		6.50%		6,500,000		6,169,150
OGLALA SIOUX TRIBE OF PINE RIDGE		10/1/2024		5.50%		1,985,000		1,967,115
OGLALA SIOUX TRIBE, SERIES 2018C		10/1/2026		8.00%		800,000		841,616
OGLALA SIOUX TRIBE, SER 2019A		10/1/2027		4.50%		2,370,000		2,203,910


South Dakota (amortized cost $66,539,250)						66,555,000		62,089,626



*Puerto Rico 10.5%*
COMMONWEALTH OF PUERTO RICO(a)		7/1/2035		8.00%		2,500,000		1,500,000
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2034		4.50%		277,000		277,623
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2040		4.55%		140,000		132,531
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2053		4.75%		1,028,000		968,026
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2058		5.00%		2,600,000		2,528,370
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2024		0.00%		140,000		119,875
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2027		0.00%		267,000		203,299
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2029		0.00%		260,000		179,920

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Other Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Puerto Rico (Continued)*
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2031		0.00%	$	336,000	$	208,952
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2033		0.00%		378,000		209,163
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2046		0.00%		3,597,000		850,403
PUERTO RICO SALES TAX FINANCING CORP RESTRUCTURED SER 2019 A-1		7/1/2051		0.00%		2,930,000		516,969
PUERTO RICO SALES TAX FING CORP TAX REV DTD 8/1/2019 4.329% SER A-2 7/1/2040		7/1/2040		4.33%		1,424,000		1,308,072
PUERTO RICO SALES TAX FING CORP TAX REV DTD 8/1/2019 4.536% SER A-2 7/1/2053		7/1/2053		4.54%		43,000		39,026
PUERTO RICO SALES TAX FING CORP TAX REV DTD 8/1/2019 4.784% SER A-2 7/1/2058		7/1/2058		4.78%		571,000		534,753


Puerto Rico (amortized cost $9,460,250)						16,491,000		9,576,982



*South Carolina 6.1%*
GREEN MIDLANDS CHARTER SCHOOL – SENIOR SERIES 2016A		12/1/2021		5.25%		5,655,000		5,602,352


South Carolina (amortized cost $5,655,000)						5,655,000		5,602,352



*Arizona 5.5%*
HERITAGE ACADEMY CHARTER SCHOOL MARICOPA COUNTY		7/1/2027		5.25%		5,000,000		5,016,050


Arizona (amortized cost $5,000,000)						5,000,000		5,016,050



*Multi-State 5.4%*
FREDDIE MAC(g)(j)		1/1/2037		9.75%		4,904,915		4,904,915


Multi-State (amortized cost $4,904,915)						4,904,915		4,904,915



*Washington 2.6%*
TACOMA CONSOLIDATED LID		4/1/2043		5.75%		2,475,000		2,404,834


Washington (amortized cost $2,317,491)						2,475,000		2,404,834



*Missouri 1.4%*
KANSAS CITY INDL DEV AUTH		1/1/2028		6.75%		495,000		496,624
ST LOUIS INDL DEV AUTH SR HSG – SENIOR SERIES 2005A		5/1/2027		6.75%		860,000		799,594


Missouri (amortized cost $1,355,000)						1,355,000		1,296,217

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Other Municipal Bonds (Continued)	Maturity		Coupon		Principal		Value

*Oklahoma 0.5%*
HASKELL CNTY PUBLIC FAC.		4/1/2024		5.25%	$	450,000	$	444,110


Oklahoma (amortized cost $450,000)						450,000		444,110


Other Municipal Bonds (amortized cost $95,681,906)					$	102,885,915	$	91,335,086


Colorado Capital Appreciation and Zero Coupon Bonds 4.5%

*Colorado 100.0%*
CONIFER METROPOLITAN DISTRICT(a)(d)(j)		12/1/2031		0.00%	$	7,470,000	$	2,988,000
FLYINGHORSE METROPOLITAN DISTRICT #2(d)		12/15/2042		8.00%		15,725,000		15,018,476
PV-ERU HOLDING TRUST(a)		12/15/2037		0.00%		14,000,000		2,940,000
PV-ERU HOLDING TRUST(a)		2/14/2039		0.00%		710,000		149,100
PV-ERU HOLDING TRUST(a)		2/14/2039		0.00%		3,122,000		655,620
PV-ERU HOLDING TRUST(a)		2/14/2039		0.00%		13,168,000		2,765,280
RAVENNA METROPOLITAN DISTRICT CONV CABS – SERIES 2017A(d)		12/1/2046		5.00%		33,685,000		29,593,283
RAVENNA METROPOLITAN DISTRICT CONV CABS – SERIES 2017 SUPPLEMENTAL B(d)		12/1/2021		0.00%		15,000		13,601
RAVENNA METROPOLITAN DISTRICT CONV CABS – SERIES 2017 SUPPLEMENTAL B(d)		12/1/2022		0.00%		170,000		145,267
RAVENNA METROPOLITAN DISTRICT CONV CABS – SERIES 2017 SUPPLEMENTAL B(d)		12/1/2023		0.00%		325,000		262,174
RAVENNA METROPOLITAN DISTRICT CONV CABS – SERIES 2017 SUPPLEMENTAL B(d)		12/1/2024		0.00%		490,000		372,429
RAVENNA METROPOLITAN DISTRICT CONV CABS – SERIES 2017 SUPPLEMENTAL B(d)		12/1/2025		0.00%		585,000		418,310
STC METROPOLITAN DISTRICT NO. 2, SER A(d)		12/1/2025		3.00%		555,000		506,204
STERLING RANCH METROPOLITAN DISTRICT #2 CONV CAB(d)		12/1/2045		0.00%		6,685,000		5,738,805
WILDWING METROPOLITAN DISTRICT #1(d)		12/1/2023		0.00%		1,175,000		897,665


Colorado (amortized cost $75,836,518)						97,880,000		62,464,215


Colorado Capital Appreciation and Zero Coupon Bonds (amortized cost $75,836,518)					$	97,880,000	$	62,464,215

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)


Colorado Taxable Certificates/Notes/Bonds 0.5%			Maturity		Coupon		Principal		Value

*Colorado 100.0%*
PUBLIC FINANCE AUTH CHARTER SCHOOL-COLORADO SPRINGS TXBL				7/1/2026		7.00%	$	6,060,000	$	5,947,102
PFA AURORA CHARTER SCHOOL BC PROJECT SER C – TAXABLE				7/1/2029		7.00%		1,235,000		1,143,449
TABERNASH POLE CREEK NOTE(a)(j)				12/31/2020		0.00%		227,347		88,199


Colorado (amortized cost $7,522,347)								7,522,347		7,178,751

Colorado Taxable Certificates/Notes/Bonds (amortized cost $7,522,347)							$	7,522,347	$	7,178,751

Total investments, at value (amortized cost $1,050,028,684)	70.6	%							$	979,086,534
Other assets net of liabilities	29.4	%								407,262,581


Net Assets	100.0	%							$	1,386,349,115

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)

(a)	Defaulted or non-income producing based upon the financial condition of the issuer (see note 2 in notes to financial statements).

(b)	Originally issued as general obligation bonds but are now pre-refunded and are secured by an escrow fund consisting entirely of direct U.S. Government obligations.

(c)	Represents securities whose blended characteristics are reflective of a zero coupon bond and a step rate bond. Interest rate shown represents effective yield at acquisition.

(d)	Interest rate shown for capital appreciation and zero coupon bonds represents the effective yield at the date of acquisition.

(e)	Principal-only certificate represents the right to receive the principal payments on the underlying debt security upon maturity. The price of this security is typically more volatile than that of coupon-bearing bonds of the same maturity.

(f)

Interest-only certificate represents the right to receive semi-annual interest payments on the underlying debt security. The principal amount of the underlying security represents the notional amount on which current interest is calculated. The interest rate shown represents the effective yield at the date of acquisition.

(g)	Interest rate disclosed for cash flow bond represents the effective yield at March 31, 2020. Income on this security is derived from the cash flow of the issuer.

(h)	Represents current interest rate for a step rate bond. No step rate bonds were owned by the Fund at March 31, 2020.

(i)	Terms of security have been restructured since the original issuance. The total face amount of all such restructured securities approximates $10,854,744 and a value of $6,874,966 or less than 1.0% of net assets, as of March 31, 2020.

(j)	Securities valued at fair value (see note 2 in notes to financial statements).

(k)	See note 7 in notes to financial statements for further information on purchase accrued interest related to these bonds.

(l)	The Fund has entered into a forbearance agreement under which it agrees that the issuer may pay a reduced rate of interest in lieu of the contract rate for a period of time (see note 2 in notes to financial statements).

See accompanying notes to financial statements.

Colorado BondShares

A Tax-Exempt Fund

Schedule of Investments (unaudited) — (Continued)

(LOC)

These securities are Variable Rate Demand Obligations (“VRDO”) with scheduled principal and interest payments that have a guaranteed liquidity provider in the form of a letter of credit. These obligations bear interest at a rate that resets daily or weekly (see note 2 in notes to financial statements). The numbered list below corresponds to the liquidity provider associated with the respective LOC.

1. BNP Paribas

2. FHLB Topeka

3. US Bank, N. A.

4. Royal Bank of Canada

5. JPMorgan Chase Bank, N.A.

6. Freddie Mac

The following abbreviations are used in the descriptions of securities included in the Schedule of Investments:

CABS — Capital Appreciation Bonds

CONV — Convertible

I/O — Interest Only

L/D — Local Improvement District

P/O — Principal Only

See accompanying notes to financial statements.

Colorado BondShares

A Tax-Exempt Fund

Statement of Assets and Liabilities

March 31, 2020 (unaudited)


ASSETS
Investments, at value (amortized cost 1,050,028,684)	$	979,086,534
— see accompanying schedule
Cash		217,714,433
Interest receivable		101,183,121
Purchase accrued interest (note 7)		90,496,386
Receivable for shares of beneficial interest sold		1,150,445

TOTAL ASSETS		1,389,630,919

LIABILITIES
Payables and other liabilities:
Dividends payable		2,511,791
Payable for shares of beneficial interest redeemed		13,111
Management fees payable		615,602
Accrued expenses payable		141,300

TOTAL LIABILITIES		3,281,804

NET ASSETS	$	1,386,349,115

COMPOSITION OF NET ASSETS
Paid-in capital	$	1,455,609,728
Accumulated net realized gain		1,681,537
Net unrealized (depreciation) of investments		(70,942,150	)

NET ASSETS	$	1,386,349,115

NET ASSET PRICE AND REDEMPTION PRICE PER SHARE (based on 156,608,891 shares of beneficial interest outstanding at March 31, 2020 unlimited number of no par value shares authorized)	$	8.85

MAXIMUM OFFERING PRICE PER SHARE (net asset value plus sales charge of 4.75% of offering price)	$	9.29

See accompanying notes to financial statements.

Colorado BondShares

A Tax-Exempt Fund

Statement of Operations

For the Six Months Ended March 31, 2020 (unaudited)


INVESTMENT INCOME
Interest	$	33,492,236
EXPENSES
Management fees (note 4)		3,652,933
Custodian fees (note 5)		51,123
Legal and auditing fees		190,331
Portfolio pricing fees		15,738
Registration fees		5,673
Shareholders’ reports		47,031
Transfer agency expenses (note 4)		91,500
Trustees’ fees		6,039
Other		63,684

Total expenses		4,124,052
Custody credits (note 5)		(39,045	)

Net expenses		4,085,007

NET INVESTMENT INCOME		29,407,229

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments		885,483
Net unrealized appreciation (depreciation) on investments		(65,935,471	)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(65,049,988	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(35,642,759	)

See accompanying notes to financial statements.

Colorado BondShares

A Tax-Exempt Fund

Statements of Changes in Net Assets

For the Periods Indicated


	Six Months Ended March 31, 2020			Year Ended September 30, 2019
	(unaudited)
FROM OPERATIONS:
Net investment income	$	29,407,229		$	53,636,191
Net realized gain on investments		885,483			791,698
Unrealized appreciation (depreciation) on investments		(65,935,471	)		24,972,748

Net increase (decrease) in net assets resulting from operations		(35,642,759	)		79,400,637

FROM DISTRIBUTIONS TO SHAREHOLDERS: (note 2)
Dividends to shareholders from net investment income		(29,407,229	)		(53,636,191	)
Net realized gain to shareholders from investment transactions		(781,461	)		(7,955,977	)

Total distributions to shareholders		(30,188,690	)		(61,592,168	)

FROM BENEFICIAL INTEREST TRANSACTIONS:
Proceeds from sale of shares		99,943,828			181,256,062
Reinvested dividends and distributions		20,863,614			42,167,400
Redemption of shares		(91,324,197	)		(84,492,630	)

Increase in net assets derived from beneficial interest transactions		29,483,245			138,930,832

Net increase (decrease) in net assets		(36,348,204	)		156,739,301
NET ASSETS:
Beginning of period		1,422,697,319			1,265,958,018

End of period	$	1,386,349,115		$	1,422,697,319

See accompanying notes to financial statements.

Colorado BondShares

A Tax-Exempt Fund

Financial Highlights

The financial highlights table is intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). Sales charges are not reflected in the total returns.


	For Fiscal Years Ended September 30
	3/31/2020			2019			2018			2017			2016
For a share outstanding throughout the period	(unaudited)
Net asset value, beginning of period	$	9.25		$	9.13		$	9.05		$	9.18		$	9.14

*Income From Investment Operations*
Net investment income(1)		0.19			0.37			0.36			0.41			0.39
Net gain or (loss) on investments (both realized and unrealized)		(0.40	)		0.17			0.10			(0.06	)		0.06

Increase or (decrease) from investment operations		(0.21	)		0.54			0.46			0.35			0.45
*Less Distributions*
Dividends to shareholders from net investment income		(0.19	)		(0.37	)		(0.36	)		(0.41	)		(0.39	)
Distributions from realized capital gains		(0.00	)		(0.05	)		(0.02	)		(0.07	)		(0.02	)

Total Distributions		(0.19	)		(0.42	)		(0.38	)		(0.48	)		(0.41	)

Net increase (decrease) in net asset value		(0.40	)		0.12			0.08			(0.13	)		0.04

Net Asset Value, end of period	$	8.85		$	9.25		$	9.13		$	9.05		$	9.18

Total Return, at Net Asset Value(2)		-2.32	%+		6.09	%		5.29	%		4.03	%		5.07	%

Ratios/Supplemental Data:
Ratios to average net assets:
Net investment income		4.05	%*		4.02	%		4.00	%		4.54	%		4.29	%
Total expenses		0.57	%*		0.55	%		0.56	%		0.62	%		0.56	%
Net expenses		0.56	%*		0.55	%		0.56	%		0.61	%		0.55	%
Net assets, end of period (000s)	$	1,386,349		$	1,422,697		$	1,265,958		$	1,137,817		$	1,062,007

Portfolio turnover rate(3)		3.86	%		9.62	%		27.02	%		8.77	%		16.77	%

+	not annualized

*	annualized

(1)	Net investment income per share was calculated using an average shares method.

(2)

Assumes a hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns.

(3)

The portfolio turnover rate is computed by dividing the lesser of purchases or sales of portfolio securities for a period by the monthly average of the value of portfolio securities owned during the period. Sales of securities include the proceeds of securities which have been called, or for which payment has been made through redemption or maturity. Securities with a maturity date of one year or less at the time of acquisition are excluded from the calculation. Cost of purchases and proceeds from sales of investment securities (excluding short-term securities) for the period ended March 31, 2020 were $72,965,110 and $35,294,052 respectively.

See accompanying notes to financial statements.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements (unaudited)

(1)

Organization

Colorado BondShares — A Tax-Exempt Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management company. The Fund’s investment objectives are to maximize income exempt from federal income taxes and from personal income taxes of the State of Colorado to the extent consistent with the preservation of capital and to seek opportunities for capital appreciation. The Fund’s investment adviser is Freedom Funds Management Company (“Freedom Funds”). The following is a summary of significant accounting policies consistently followed by the Fund.

(2)

Summary of Significant Accounting Policies

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. This 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 income and expenses during the reporting period. Actual results could differ from those estimates. These financial statements reflect all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the reporting period. The following summarizes the significant accounting policies of the Fund:

(a)

Investment Valuation and Risk

Securities for which there is no last sales price are valued by an independent pricing service based on evaluated prices that considers such factors as transactions in bonds, quotations from bond dealers, market transactions in comparable securities and various relationships between securities, or are fair valued by management.

Securities for which market quotations are not readily available (or management considers otherwise are no longer valid or reliable) are valued at fair value determined in accordance with procedures approved by the Board of Trustees. This can occur in the event of, among other things, natural disasters, acts of terrorism, market disruptions, intra-day trading halts, and extreme market volatility. The determination of fair value involves subjective judgments. As a result, using fair value to price a security may result in a price materially different from the prices used by other mutual funds to determine net asset value or the price that may be realized upon the actual sale of the security. Short-term holdings are valued at current market quotations or amortized cost whichever management believes best approximates fair value.

Fixed-income securities owned by the Fund are subject to interest-rate risk, credit risk, prepayment risk and market risk. The Fund invests in not rated securities which, may be subject to a greater degree of credit risk and risk of loss of income and principal, and may be more sensitive to economic conditions than lower yielding, higher rated fixed income securities. The Fund concentrates its investments in Colorado and, therefore, may be impacted by specific events, issuers or factors affecting Colorado. The Fund has more credit risk related to the economic conditions of Colorado than a portfolio with a broader geographical diversification.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements (unaudited) — (Continued)

Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures establishes a fair value hierarchy that classifies securities based on valuation techniques used to measure fair value and distinguish between observable inputs (market data obtained from independent sources) and the reporting entities own assumptions, which are not readily observable to market participants. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 Inputs: Significant unobservable inputs for the asset or liability including management’s own assumptions. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

The following table summarizes the valuation of the Fund’s investments as defined by ASC 820 hierarchy levels as of March 31, 2020:

Valuation Inputs Summary


	Colorado Municipal Bonds		Short-Term Municipal Bonds		Other Municipal Bonds		Colorado Capital Appreciation and Zero Coupon Bonds		Colorado Taxable Certificates/ Notes/ Bonds		Total Securities March 31, 2020
Level 1 Securities	$	—	$	—	$	—	$	—	$	—	$	—
Level 2 Securities		564,421,686		235,676,660		86,430,170		59,476,215		7,090,552		953,095,283
Level 3 Securities		13,695,136		4,315,000		4,904,915		2,988,000		88,199		25,991,251

Totals	$	578,116,822	$	239,991,660	$	91,335,085	$	62,464,215	$	7,178,751	$	979,086,534

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements (unaudited) — (Continued)


	Colorado Municipal Bonds			Short-Term Municipal Bonds		Other Municipal Bonds		Colorado Capital Appreciation and Zero Coupon Bonds		Colorado Taxable Certificates/ Notes/Bonds		Totals
Level 3 Beginning Balance September 30, 2019	$	13,714,070		$	4,315,000	$	4,904,915	$	2,988,000	$	88,199	$	26,010,184
Unrealized Losses		(23,356	)		—		—		—		—		(23,356	)
Unrealized Gains		—			—		—		—		—		—
Realized Losses		—			—		—		—		—		—
Realized Gains		43,499			—		—		—		—		43,499
Purchases		8,375			—		—		—		—		8,375
Sales		(47,452	)		—		—		—		—		(47,452	)
Transfers In to Level 3*		6,200			—		—		—		—		6,200
Transfers Out of Level 3*		(6,200	)		—		—		—		—		(6,200	)

Balance as of March 31, 2020	$	13,695,136		$	4,315,000	$	4,904,915	$	2,988,000	$	88,199	$	25,991,251

* Transfers from Level 2 to Level 3 are because of a lack, or change of observable inputs or reduced market data reliability. Transfers from Level 3 to Level 2 are the result of observable inputs becoming available or increased market data reliability. The Fund’s policy is to recognize transfers into and out of Level 3 when management becomes aware of a change to significant observable input or market data reliability.

From September 30, 2019 to March 31, 2020, there were no Level 1 Securities.

Significant Unobservable Inputs Quantitative Disclosure


Level 3 Securities*	Fair Value March 31, 2020		Valuation Technique(s)**	Unobservable Inputs	Low		High		Weighted Average
Colorado Municipal Bonds	$	13,695,136	discounted cash flow	probability of default		5.00%		100.00%		31.41%
Short-Term Municipal Bonds		4,315,000	discounted cash flow	probability of default		5.00%		5.00%		5.00%
Other Municipal Bonds		4,904,915	discounted cash flow	probability of default		1.00%		1.00%		1.00%
Colorado Capital Appreciation and Zero Coupon Bonds		2,988,000	discounted cash flow	probability of default		100.00%		100.00%		100.00%
Colorado Taxable Certificates/Notes/Bonds		88,199	discounted cash flow	probability of default		100.00%		100.00%		100.00%

Total Level 3 Securities at March 31, 2020	$	25,991,251

The significant unobservable inputs used in the fair value measurement of the Fund’s securities are collateral value, probability of default, and loss severity in the event of default. Any changes in unobservable inputs may result in substantial changes to fair value measurements.

* The inputs for these securities are not readily available or cannot be reasonably estimated and are generally those inputs described in note 2(a). The appropriateness of fair values for these securities is based on results of back testing, broker due diligence, unchanged price review and consideration of macro or security specific events.

** Other unobservable inputs used in the discounted cash flow technique include collateral value and loss severity. These unobservable inputs are specific to the characteristics of each security being valued.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements (unaudited) — (Continued)

(b)

Cash

The Fund continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As of March 31, 2020, and periodically throughout the year, the Fund has maintained balances in various operating accounts in excess of federally insured limits.

(c)

Income Tax Information and Distributions to Shareholders

The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to distribute all its net investment income and any net realized gain on investments not offset by capital loss carryforwards to shareholders. The Fund distributes investment income monthly and due to the tax-exempt nature of its investments the income is generally non-taxable to the shareholders. The Fund distributes net realized capital gains, if any, to its shareholders at least annually. Income distributions 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 the differing treatment of tax allocations.

Management has reviewed the Fund’s tax position for all open tax years. As of March 31, 2020, the Fund did not have a liability for any unrecognized tax benefits. The fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. The Fund has no examinations in progress.

At March 31, 2020, the cost and unrealized appreciation (depreciation) of investments, as determined on a federal income tax basis , were as follows:


Cost of investments	$	1,050,028,684

Gross unrealized appreciation	$	9,849,323
Gross unrealized depreciation		(80,791,473	)

Net unrealized depreciation of investments	$	(70,942,150	)

For tax purposes, capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Fund in taxable years beginning after December 22, 2010 are not subject to expiration and such losses retain their character as either short-term or long-term rather than being considered short-term as under previous law. Post-enactment capital losses must be fully utilized prior to utilizing any losses incurred in pre-enactment tax years.

(d)

Defaulted or Non-income Producing Investments

The Fund discontinues the accrual of interest income on municipal bonds when the securities become delinquent as to payment of principal or interest, or when the Fund’s investment adviser determines that an

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements (unaudited) — (Continued)

uncertainty exists as to the realization of all or a portion of the principal balance. The face amount of bonds for which the accrual of interest income has been discontinued approximates $67,372,347 and such bonds have a value of $20,736,049 or 1.50% of net assets as of March 31, 2020. These securities have been identified in the accompanying Schedule of Investments.

The Fund has entered into forbearance agreements with one district under which it agrees that the issuer may pay a reduced rate of interest in lieu of the contract rate for a period of time. Face amount of the bonds for which the Fund has entered into forbearance agreements total $27,375,000 and have a value of $15,977,581 or 1.15% of net assets, as of March 31, 2020. These securities have been identified in the Schedule of Investments.

(e)

Investment Transactions and Revenue Recognition

Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Purchases and sales of securities, other than short-term securities, aggregated to $72,965,110 and $35,294,052 respectively.

Dividends to shareholders are declared each business day and paid monthly. Distributions to shareholders are recorded on the ex-dividend date. Realized gains and losses from investment transactions are calculated using the identified-cost basis, which is the same basis the Fund uses for federal income tax purposes. Interest income is recorded on the accrual basis.

Variable Rate Demand Obligations (“VRDO”) purchased by the Fund are floating rate obligations that have a nominal long-term maturity but have a coupon rate that is reset periodically (e.g., daily or weekly). The investor has the option to put the issue back to the trustee or tender agent at any time with specified (e.g., seven days) notice; accordingly, the Fund treats these obligations as short-term holdings. On March 31, 2020, the interest rates paid on these obligations ranged from 4.25% to 6.50%.

(f)

Classification of Distributions to Shareholders

The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Fund.

(g)

Securities Purchased on a When-Issued Basis

The Fund may purchase securities on a when-issued basis with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and may increase or decrease in value prior to the delivery date. The Fund maintains segregated assets with a value equal to or greater than the amount of its purchase commitments. The Fund did not have any when-issued securities at March 31, 2020.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements (unaudited) — (Continued)

(3)

Shares of Beneficial Interest

The Fund has an unlimited number of no par value shares of beneficial interest authorized. Transactions in shares of beneficial interest were as follows:


	Six Months Ended March 31, 2020						Year Ended September 30, 2019
	Shares			Amount			Shares			Amount
	(unaudited)
Shares sold		10,881,639		$	100,470,566			19,795,766		$	181,256,062
Dividends reinvested		2,261,030			20,863,614			4,615,031			42,167,400

		13,142,669			121,334,180			24,410,797			223,423,462
Shares redeemed		(10,266,851	)		(91,514,967	)		(9,231,647	)		(84,492,630	)

Net increase in shares outstanding		2,875,818		$	29,819,213			15,179,150		$	138,930,832

(4)

Management Fees and Other Transactions with Affiliates

Management fees paid to Freedom Funds were in accordance with the investment advisory agreement with the Fund, which provides for an annual fee equivalent to 0.5% of the net assets of the Fund. Freedom Funds pays all expense associated with advertising, marketing, and distributing the Fund’s shares and serves as the transfer agent, dividend disbursing agent, and registrar for the Fund. Freedom Funds provided certain transfer agency and shareholder services as part of the management fee arrangement for the period ended March 31, 2020. Transfer agency expenses on the Statement of Operations represent direct expenses charged to the Fund by third parties.

Allen Insurance, an affiliate of the investment adviser, acted as agent for the Fidelity Bond and the Errors and Omissions insurance policy maintained by the Fund and as a result received compensation in the form of commissions. The policies were provided by Travelers Insurance Company and all the commissions referred to above were paid by Travelers Insurance Company. Allen Insurance received no compensation directly from the assets of the Fund.

The Fund does not have any Trustees who are affiliated with the Advisor or Distributor. The Board of Trustees appointed a Chief Compliance Officer to the Fund in accordance with federal securities regulations. The Fund does not reimburse the Advisor for any compensation or fees associated with the Chief Compliance Officer.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements (unaudited) — (Continued)

(5)

Custody Credits

Expenses paid indirectly by the Fund represent earnings credits on cash balances maintained with the Fund’s custodian bank, UMB Bank, N.A. The earnings credits resulted in offsetting custodian fees of $39,045 the period ended March 31, 2020.

(6)

Indemnification

From time to time, the Fund may be involved in certain disputes and legal actions arising in the ordinary course of its business. While it is not feasible to predict or determine the outcome of these proceedings, in management’s opinion, based on a review with legal counsel, none of these disputes or legal actions are expected to have a material impact on its financial position or results of operations. However, litigation is subject to inherent uncertainties, and an adverse result in these matters may arise from time to time that may harm the Fund’s business.

In the normal course of business, the Fund enters into contracts that contain a variety of representations, which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

(7)

Purchase Accrued Interest

Purchase accrued interest is typically a component of a municipal bond purchase and is paid on settlement date. The accrual period begins on the last interest payment date (or original issue date) and runs through the day immediately preceding the settlement date. The Fund has purchased three bonds from the Meadows Metropolitan Districts No. 1, 2 and 7 with an aggregate balance of purchase accrued of $90,436,317 (99.9% of the March 31, 2020 balance of $90,496,386). Approximately $166,544,705 of additional interest has accrued on the purchase accrued interest since its purchase in 2007. This additional accrued interest has been fair valued in accordance with ASC 820 at approximately $64,456,126 and is included in other assets net of liabilities in the Schedule of Investments. This amount bears interest at the rate of 7.999% and will be received over an uncertain period of years. The value of the Meadows bonds is contained within three separate line items of the financial statements which all relate to a single set of bonds that cannot be sold separately.

(8)

Litigation

The Fund is periodically involved in various legal proceedings. At March 31, 2020, the Fund has a litigation accrual of $36,502 for all pending litigation matters primarily for the purpose of paying lawyer fees. Possible additional amounts cannot be currently estimated but will be set aside as needed. Although there can be no assurances, based on information available, management believes that it is probable that the ultimate outcome of the action described below and other matters that are pending or threatened will not have a material effect on the Fund’s financial condition.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements — (Continued)

Marin Metropolitan District LTD Tax G.O. Series 2008 Bond

The Fund is the beneficial owner of bonds issued in 2008 (the “Bonds”) by Marin Metropolitan District (the “District”) as described more fully in the Fund’s most recent quarterly schedule of portfolio holdings for the period ended December 31, 2019 on Form NPORT-P filed with the Securities and Exchange Commission (“SEC”) on March 2, 2020. The original principal amount of Bonds was $30,485,000. The current principal amount of the Bonds is $17,485,000. The valuation of these Bonds as of March 31, 2020 is set forth in the Schedule of Investments.

On June 1, 2011, Landmark Towers Association, Inc. (“Landmark”), a homeowners association, filed an action on behalf of its members entitled Landmark Towers Ass’n, et al. v. UMB Bank, et al., Case Number 2011-CV-1076 in Arapahoe County District Court, Colorado (“Landmark Litigation”). The complaint filed in the Landmark Litigation sought a temporary restraining order, declaratory relief and permanent injunction against the District, the Fund, and UMB Bank (“UMB”), the trustee, alleging that the taxes imposed by the District pledged to pay the Bonds violated TABOR.

In August 2011, Landmark sought to freeze approximately $13,000,000 in original proceeds from the sale of the Bonds to the Fund, which moneys were held by UMB as trustee. The District Court denied Landmark’s efforts to freeze the $13,000,000 and allowed those moneys to be paid to the Fund, which reduced the principal amount of the Bonds to the current level.

In July and August of 2013, the District Court held a bench trial regarding Landmark’s claims for declaratory relief and permanent injunction. On September 6, 2013, the District Court issued an order (“Sept. 6 Order”) that the District was properly formed and that the election approving the taxes was proper, but nonetheless held that there were violations of TABOR relating to the property taxes. In particular, the District Court held that (1) bond proceeds were used to pay improper charges of the developer; (2) the taxes exceeded the maximum mill levy for debt service; and (3) the taxes did not benefit the Landmark taxpayers. After holding that the taxes did not provide a benefit to the Landmark taxpayers, the Court enjoined the District from imposing its taxes on the Landmark members for purposes of paying the Bonds (the “Injunction”). The Fund, the District, and UMB filed a motion for reconsideration of the Sept. 6 Order, which the District Court denied in an order dated October 31, 2013 (“Oct. 31 Order”).

While the Fund was not found to be responsible for damages based on the asserted TABOR violations, the District Court on March 10, 2014, entered an order allowing Landmark to pursue claims for fraudulent transfer and constructive trust that could result in the Fund being ordered to pay some or all of the tax refund obligations of the District.

In August 2014, the District Court held a four-day trial on the newly asserted claims against the Fund, and on September 10, 2014, the District Court issued an order (the “Sept. 10 Order”) denying each of the new claims asserted against the Fund. Landmark, however, filed a post-trial motion for reconsideration of the Sept. 10 Order, which motion was denied on November 12, 2014.

The Fund filed a Notice of Appeal of the Sept. 6 Order and the Oct. 31 Order, including the Injunction.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements — (Continued)

On April 21, 2016, the Colorado Court of Appeals issued an Opinion (the “April 2016 Opinion”), in which it concluded that the TABOR election held for approving the Bonds and the District’s ad valorem property taxes was invalid because eligible electors were denied the right to vote in the election and that ineligible electors voted in the election. Based on those decisions, the Court of Appeals upheld the injunction against the District, prohibiting it from levying taxes for payment of the Bonds.

The April 2016 Opinion created uncertainty in the Colorado public finance market in that it calls into question the process that is routinely used to qualify electors for special district elections in Colorado. Emergency legislation was introduced in the Colorado legislature to remove the uncertainty and any impact the April 2016 Opinion may have on other special district financings. The Colorado General Assembly unanimously passed the legislation, and it was signed by the Governor on May 18, 2016.

In a further effort to reduce any impact the April 2016 Opinion may have on the Colorado public finance market, the Fund filed a Petition for Rehearing with the Court of Appeals, asking it to withdraw a portion of its April 2016 Opinion as unnecessary. That Petition was filed on May 5, 2016, and was denied on May 12, 2016.

The Fund filed a petition with the Colorado Supreme Court to review the April 2016 Opinion on various grounds. On November 7, 2016, the Supreme Court granted the petition for review. On December 11, 2017, the Supreme Court reversed the April 2016 Opinion on the grounds that all claims challenging the election held by the District in 2007 were barred under C.R.S. § 1-11-213(4) (which requires an election contest to be filed no later than 10 days after the certification of the results of an election). The Supreme Court, however, remanded the case back to the Court of Appeals to decide issues that were not decided in the April 2016 Opinion.

On January 8, 2018, Landmark filed a Petition for Rehearing asking the Supreme Court to reconsider its decision to reverse the April 2016 Opinion. On January 22, 2018, the Supreme Court denied the Petition for Rehearing.

On May 5, 2018, the Court of Appeals issued an opinion on remanded issues (the “May 2018 Opinion”), concluding that the due process rights of the District taxpayers were violated and upholding the injunction that prevents the District from collecting taxes for repayment of the Bonds.

The Fund filed a petition with the Colorado Supreme Court to review the May 2018 Opinion on various grounds. The petition to the Colorado Supreme Court was fully briefed on August 31, 2018. The Colorado Supreme Court denied the petition for review on March 25, 2019.

Because the May 2018 Opinion was based on federal due process, on August 21, 2019, the Fund filed a Petition for Writ of Certiorari with the U.S. Supreme Court seeking review and reversal of the May 2018 Opinion. The U.S. Supreme Court denied the Petition for Writ of Certiorari on November 25, 2019.

There is currently a hearing scheduled on June 18, 2020 in Arapahoe County Court for the parties to present their arguments regarding amount and responsibility for legal fees.

Colorado BondShares

A Tax-Exempt Fund

Notes to Financial Statements — (Continued)

As a result of the foregoing, the tax revenues originally pledged to pay the Bonds have been reduced, and such reduction may have adverse effects on dividend distributions and net asset values of the Fund.

(9)

Subsequent Events

Management has evaluated the possibility of subsequent events in the Fund’s financial statements through the date of issuance. Management has determined that there are no material events that would require recognition or disclosure in the Fund’s financial statements through this date.

Other Information (unaudited)

Proxy Voting Record

The Fund does not invest in equity securities. Accordingly, there were no matters relating to a portfolio security considered during the 12 months ended June 30, 2019 with respect to which the Fund was entitled to vote. Applicable regulations require us to inform you that the foregoing proxy voting information is available on the SEC website at http://www.sec.gov or you may call us at 1-800-572-0069.

Quarterly Statement of Investments

The Fund files a complete statement of investments with the Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at http://www.sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800-732-0330 or you may call us at 1-800-572-0069.

LOGO

A Tax-Exempt Fund

SEMI-ANNUAL REPORT

March 31, 2020

ITEM 2. CODE OF ETHICS.

Not required in this filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not required in this filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not required in this filing.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. INVESTMENTS.

(a) Please see the Schedule of Investments contained in the Semi-Annual Report included under Item 1 of this Form N-CSR.

(b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant has adopted and maintained disclosure controls and procedures (as such term is defined in Rules 30a-3(c) under the Investment Company Act of 1940, as amended (the “Act”)) that are designed to ensure that information required to be disclosed in the registrant’s reports under the Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer to allow for timely decisions regarding required disclosure.

As required by Rule 30a-3(b) of the Act, the registrant carried out an evaluation under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures within the 90-day period prior to the filing date of this report. Based on the foregoing, the registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures were effective, as of that date.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 13. EXHIBITS.

(a)(2)(i)

(99.302) Interim President’s (Principal Executive Officer) Section 302 Certification

(a)(2)(ii)

(99.302) Interim Treasurer’s (Principal Financial Officer) Section 302 Certification

(a)(3) Not applicable.

(b)

(99.906) Combined Interim President & Treasurer (Principal Executive Officer and Principal Financial Officer) Section 906 Certification

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Colorado BondShares — A Tax-Exempt Fund

/s/ George N. Donnelly

George N. Donnelly,

Interim President, Secretary and Treasurer

Date: June 8, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ George N. Donnelly

George N. Donnelly,

Interim President, Secretary and Treasurer

(Principal Executive Officer and Principal Financial Officer)

Date: June 8, 2020