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 811-06707

			   Narragansett Insured Tax-Free Income Fund
			(Exact name of Registrant as specified in charter)

					   380 Madison Avenue
					New York, New York 10017
			(Address of principal executive offices)  (Zip code)

					  Joseph P. DiMaggio
					  380 Madison Avenue
					New York, New York 10017
				(Name and address of agent for service)

		Registrant's telephone number, including area code:	(212) 697-6666


				Date of fiscal year end:	6/30/08

				Date of reporting period:	12/31/08

						FORM N-CSR

ITEM 1.  REPORTS TO STOCKHOLDERS.


SEMI-ANNUAL
REPORT

DECEMBER 31, 2008

                          A TAX-FREE INCOME INVESTMENT

               [LOGO OF NARRANGANSETT INSURED TAX-FREE INCOME FUND:
              RECTANGLE WITH PROFILE VIEW OF A SAILBOAT ON TOP OF
                    WAVES AND THREE SEAGULLS FLYING ABOVE IT]

[LOGO OF THE AQUILA
GROUP OF FUNDS:                    ONE OF THE
AN EAGLE'S HEAD]           AQUILA GROUP OF FUNDS (R)



[LOGO OF NARRANGANSETT INSURED TAX-FREE INCOME FUND:
RECTANGLE WITH PROFILE VIEW OF A SAILBOAT ON TOP OF
WAVES AND THREE SEAGULLS FLYING ABOVE IT]

              SERVING RHODE ISLAND INVESTORS FOR MORE THAN 15 YEARS

                    NARRAGANSETT INSURED TAX-FREE INCOME FUND

                           "PROPER ASSET ALLOCATION -
                          A STRATEGY FOR ALL SEASONS"

                                                                  February, 2009

      The market has definitely  been volatile enough recently to cause even the
most seasoned investor to ask, "What should I do now?"

      We  believe  you will be in a better  position  to weather  this,  or any,
economic storm, if your portfolio is built with a strong  foundation.  In short,
is your portfolio properly allocated based on your specific needs?

      As you hopefully already know, asset allocation is an investment  strategy
that strives to balance risk and reward by diversifying assets according to your
specific desires. These include:

      o     investment  time  horizon  (specifically  your  age  and  retirement
            objectives);

      o     risk threshold (how much of your investment  capital you are willing
            to lose during a given time frame);

      o     financial  situation (your wealth,  income,  expenses,  tax bracket,
            liquidity needs, etc.); and

      o     goals (the financial goals you and your family want to achieve).

      Since the three main asset classes - equities, fixed-income, and cash/cash
equivalents  - have  different  levels of risk and  return,  each is expected to
behave  differently  over time. The objective of asset allocation is to create a
diversified  portfolio with an acceptable level of risk and the highest possible
return given that level of risk.

      Although  there  is no  simple  formula  that can  find  the  right  asset
allocation   for  every   individual,   the  consensus   among  most   financial
professionals  is that asset  allocation is one of the most important  decisions
that investors make.

                      NOT A PART OF THE SEMI-ANNUAL REPORT



      The way you allocate your investment  among stocks,  bonds,  and cash/cash
equivalents  will be the  principal  determinant  of your  investment  results -
secondary to your selection of individual securities.

      Once you and your  financial  professional  have  developed an appropriate
asset  allocation  for your  portfolio,  we believe that changes  should be made
based on need, not on scary headlines.

      A properly constructed  portfolio with sound asset allocation should be in
a good position to weather all seasons.

                                   Sincerely,

/s/ Lacy B. Herrmann                            /s/ Diana P. Herrmann

Lacy B. Herrmann                                Diana P. Herrmann
Founder and Chairman Emeritus                   President

                      NOT A PART OF THE SEMI-ANNUAL REPORT



                   NARRAGANSETT INSURED TAX-FREE INCOME FUND
                            SCHEDULE OF INVESTMENTS
                         DECEMBER 31, 2008 (UNAUDITED)



                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        GENERAL OBLIGATION BONDS (38.1%)                           OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  Coventry, Rhode Island
$       550,000   5.000%, 11/01/16 AMBAC Insured .......................     A1/NR/NR     $       577,533
        550,000   5.000%, 11/01/17 AMBAC Insured .......................     A1/NR/NR             575,416
                  Cranston, Rhode Island
        500,000   5.450%, 11/15/11 FGIC Insured (pre-refunded) .........    Baa1/A/BBB+           523,700
      1,000,000   4.250%, 04/01/18 MBIA Insured ........................   Baa1/AA/BBB+         1,005,520
      1,000,000   4.250%, 04/01/19 MBIA Insured ........................   Baa1/AA/BBB+           987,690
      1,000,000   4.300%, 04/01/20 MBIA Insured ........................   Baa1/AA/BBB+           961,780
        250,000   5.000%, 02/15/22 FSA Insured .........................    Aa3/AAA/AAA           254,495
      1,000,000   4.500%, 04/01/23 MBIA Insured ........................   Baa1/AA/BBB+           946,970
        250,000   5.000%, 02/15/24 FSA Insured .........................    Aa3/AAA/AAA           252,003
      2,455,000   4.625%, 07/01/25 FSA Insured .........................    Aa3/AAA/AAA         2,100,817
      1,500,000   4.500%, 04/01/26 MBIA Insured ........................   Baa1/AA/BBB+         1,342,710
                  Cumberland, Rhode Island
        250,000   4.000%, 02/01/14 FGIC Insured ........................     A3/AA/NR             260,773
        250,000   4.000%, 02/01/15 FGIC Insured ........................     A3/AA/NR             257,860
        250,000   4.000%, 02/01/16 FGIC Insured ........................     A3/AA/NR             256,418
        250,000   4.100%, 02/01/17 FGIC Insured ........................     A3/AA/NR             256,977
      1,000,000   4.250%, 08/01/17 FSA Insured .........................    Aa3/AAA/AAA         1,063,470
        250,000   4.150%, 02/01/18 FGIC Insured ........................     A3/AA/NR             255,917
        600,000   4.250%, 08/01/18  FSA Insured ........................    Aa3/AAA/AAA           631,320
      1,255,000   5.000%, 10/01/18 MBIA Insured ........................     A3/AA/NR           1,288,458
      1,040,000   5.200%, 10/01/21 MBIA Insured ........................     A3/AA/NR           1,059,011
                  Lincoln, Rhode Island
      1,000,000   4.500%, 08/01/24 MBIA Insured ........................    Aa3/NR/AA-            986,750
      1,275,000   4.500%, 08/01/25 MBIA Insured ........................    Aa3/NR/AA-          1,230,171
      2,000,000   4.500%, 08/01/26 MBIA Insured ........................    Aa3/NR/AA-          1,913,240
                  New Shoreham, Rhode Island
        245,000   4.000%, 11/15/15 AMBAC Insured .......................    Baa1/A+/NR            252,323
        255,000   4.250%, 11/15/16 AMBAC Insured .......................    Baa1/A+/NR            263,512
        270,000   4.250%, 11/15/17 AMBAC Insured .......................    Baa1/A+/NR            278,618
        910,000   4.800%, 04/15/18 AMBAC Insured .......................    Baa1/A+/NR            945,690
        285,000   4.500%, 11/15/18 AMBAC Insured .......................    Baa1/A+/NR            294,984
      1,105,000   5.000%, 04/15/22 AMBAC Insured .......................    Baa1/A+/NR          1,130,017






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        GENERAL OBLIGATION BONDS (CONTINUED)                       OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  Newport, Rhode Island
$     1,000,000   4.500%, 11/01/15 AMBAC Insured .......................     Aa3/NR/NR    $     1,044,440
      1,000,000   4.750%, 11/01/18 AMBAC Insured .......................     Aa3/NR/NR          1,035,750
        800,000   5.000%, 11/01/20 AMBAC Insured .......................     Aa3/NR/NR            825,000
                  North Kingstown, Rhode Island
        500,000   3.750%, 10/01/12 FGIC Insured ........................     Aa3/AA/NR            523,785
        200,000   5.700%, 10/01/18 FGIC Insured (pre-refunded) .........     Aa3/NR/NR            209,088
                  North Providence, Rhode Island
        500,000   4.700%, 09/15/14 FSA Insured .........................    Aa3/AAA/AAA           523,385
        500,000   3.650%, 10/15/14 FSA Insured .........................    Aa3/AAA/AAA           517,045
        500,000   3.750%, 10/15/15 FSA Insured .........................    Aa3/AAA/AAA           510,735
        250,000   4.000%, 10/15/17 FSA Insured .........................    Aa3/AAA/AAA           254,780
                   Pawtucket, Rhode Island
        600,000   4.300%, 09/15/09 AMBAC Insured .......................    A3/NR/BBB+            609,420
        250,000   4.400%, 09/15/10 AMBAC Insured .......................    A3/NR/BBB+            257,812
        910,000   4.000%, 04/15/14 AMBAC Insured .......................    A3/NR/BBB+            935,853
                   Providence, Rhode Island
        700,000   5.500%, 01/15/11 FSA Insured .........................    Aa3/AAA/AAA           700,987
        500,000   5.000%, 07/15/14 FSA Insured .........................    Aa3/AAA/AAA           558,655
      1,000,000   5.000%, 01/15/16 FGIC Insured (pre-refunded) .........      A3/A/A            1,076,320
      1,000,000   5.000%, 01/15/17 FGIC Insured (pre-refunded) .........      A3/A/A            1,076,320
      1,000,000   5.000%, 01/15/18 FGIC Insured (pre-refunded) .........      A3/A/A            1,076,320
                  South Kingstown, Rhode Island
        500,000   5.500%, 06/15/12 FGIC Insured (pre-refunded) .........     Aa2/NR/NR            536,075
                  State of Rhode Island
      4,000,000   5.000%, 08/01/14 Series A FGIC Insured ...............    Aa3/AA/AA-          4,206,480
      2,000,000   5.000%, 08/01/12 Series B MBIA Insured ...............    Aa3/AA/AA-          2,178,980
      1,000,000   5.000%, 06/01/14 Series B FGIC Insured ...............    Aa3/AA/AA-          1,048,370
      2,000,000   5.000%, 08/01/15 Series B FGIC Insured ...............    Aa3/AA/AA-          2,090,080
      1,000,000   5.250%, 11/01/11 Series C MBIA Insured ...............    Aa3/AA/AA-          1,079,490
      3,000,000   5.000%, 09/01/18 Series C MBIA Insured ...............    Aa3/AA/AA-          3,117,030
      2,000,000   5.000%, 09/01/19 Series C MBIA Insured ...............    Aa3/AA/AA-          2,067,260
      1,500,000   5.000%, 09/01/20 Series C MBIA Insured ...............    Aa3/AA/AA-          1,545,360
      2,000,000   4.500%, 02/01/17 MBIA Insured ........................    Aa3/AA/AA-          2,082,680
      2,000,000   5.250%, 11/01/17 FGIC Insured (pre-refunded) .........    Aa3/AA/AA-          2,237,820






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        GENERAL OBLIGATION BONDS (CONTINUED)                       OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  State of Rhode Island Capital Development Loan
$     1,000,000   5.500%, 09/01/16 Series 1999 A FGIC Insured ..........     Aa3/AA/AA    $     1,040,140
                  Warwick, Rhode Island
        250,000   4.000%, 07/15/11 AMBAC Insured .......................     A1/AA-/NR            261,243
        250,000   4.125%, 07/15/13 AMBAC Insured .......................     A1/AA-/NR            260,958
      1,000,000   4.000%, 08/01/16 FSA Insured  Series 2008 ............    Aa3/AAA/AAA         1,058,900
      1,015,000   4.000%, 08/01/17 FSA Insured  Series 2008 ............    Aa3/AAA/AAA         1,060,695
        665,000   4.250%, 07/15/14 AMBAC Insured .......................     A1/AA-/NR            691,926
        700,000   4.375%, 07/15/15 AMBAC Insured .......................     A1/AA-/NR            722,960
        770,000   4.600%, 07/15/17 AMBAC Insured .......................     A1/AA-/NR            792,446
        905,000   4.250%, 01/15/18 Syncora Guarantee Inc. Insured ......     A1/AA-/NR            909,905
        810,000   4.700%, 07/15/18 AMBAC Insured .......................     A1/AA-/NR            830,072
      1,000,000   5.000%, 01/15/19 FGIC Insured ........................     A1/AA/NR           1,027,500
        855,000   4.750%, 07/15/19 AMBAC Insured .......................     A1/AA-/NR            870,253
        500,000   5.000%, 01/15/20 FGIC Insured ........................     A1/AA/NR             511,790
                  West Warwick, Rhode Island
        500,000   4.875%, 03/01/16 AMBAC Insured .......................     A3/NR/BBB            518,515
        670,000   5.000%, 03/01/17 AMBAC Insured .......................     A3/NR/BBB            696,472
        700,000   5.050%, 03/01/18 AMBAC Insured .......................     A3/NR/BBB            725,312
        735,000   5.100%, 03/01/19 AMBAC Insured .......................     A3/NR/BBB            757,587
                  Westerly, Rhode Island
        900,000   4.000%, 07/01/17 MBIA Insured ........................     Aa3/AA/NR            929,403
        900,000   4.000%, 07/01/18 MBIA Insured ........................     Aa3/AA/NR            913,977
                  Woonsocket, Rhode Island
        655,000   4.450%, 12/15/12 FGIC Insured ........................    Baa1/NR/A-            671,958
        685,000   4.550%, 12/15/13 FGIC Insured ........................    Baa1/NR/A-            702,132
                                                                                          ---------------
                  Total General Obligation Bonds .......................                       72,033,607
                                                                                          ---------------

                  REVENUE BONDS (58.2%)
                  ------------------------------------------------------
                  DEVELOPMENT REVENUE BONDS (10.9%)
                  Providence, Rhode Island Redevelopment Agency
      1,925,000   5.200%, 04/01/11 Series A 1999 AMBAC Insured
                     (pre-refunded) ....................................    Baa1/NR/NR          2,038,613
        500,000   5.300%, 04/01/12 AMBAC Insured 1999 Series A
                     (pre-refunded) ....................................    Baa1/NR/NR            530,125
      2,000,000   4.750%, 04/01/22 AMBAC Insured Series A ..............     Baa1/A/NR          1,990,140






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        REVENUE BONDS (CONTINUED)                                  OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  DEVELOPMENT REVENUE BONDS (CONTINUED)
                  Rhode Island Convention Center Authority
                     Revenue Refunding
$     1,350,000   5.000%, 05/15/10 MBIA Insured Series 1993 B ..........    Baa1/AA/NR    $     1,396,778
                  Rhode Island Public Building Authority State
                     Public Projects
      1,000,000   5.250%, 02/01/09 AMBAC Insured Series 1998 A               A1/AA-/A+          1,002,300
                  Rhode Island State Economic Development Corp.,
                     Airport Revenue
        540,000   4.625%, 07/01/26 Assured Guaranty Insured
                     Series B ..........................................    Aa2/AAA/AAA           457,785
      1,000,000   5.000%, 07/01/18 Assured Guaranty Insured
                     Series C ..........................................    Aa2/AAA/AAA         1,012,050
      1,670,000   5.000%, 07/01/13 MBIA Insured Series C ...............      A2/AA/A           1,743,530
      1,500,000   5.000%, 07/01/22 MBIA Insured Series C ...............      A2/AA/A           1,390,785
                  Rhode Island State Economic Development Corp.,
                     Motor Fuel Tax Revenue (Rhode Island
                     Department of Transportation)
        500,000   3.750%, 06/15/13 AMBAC Insured Series 2003 A .........      A2/A+/A             496,555
      1,000,000   4.000%, 06/15/15 Series A AMBAC Insured ..............      A2/A+/A             988,240
      2,385,000   4.700%, 06/15/23 Series 2003A AMBAC Insured ..........      A2/A+/A           2,401,075
      1,000,000   4.000%, 06/15/18 Series 2006A AMBAC Insured ..........      A2/A+/A             995,310
                  Rhode Island State Economic Development Corp.,
                     (Rhode Island Airport Corp. Intermodal Facility
                     Project)
      1,000,000   4.250%, 07/01/17 CIFG Assurance North America,
                     Inc. Insured ......................................   Baa1/BBB+/NR           939,870
                  Rhode Island State Economic Development Corp.,
                     University of Rhode Island
        750,000   4.800%, 11/01/11 Series 1999 FSA Insured .............    Aa3/NR/AAA            772,095
        750,000   4.900%, 11/01/12 Series 1999 FSA Insured .............    Aa3/NR/AAA            771,705
        750,000   4.900%, 11/01/13 Series 1999 FSA Insured .............    Aa3/NR/AAA            770,842
        750,000   5.000%, 11/01/14 Series 1999 FSA Insured .............    Aa3/NR/AAA            771,007
                                                                                          ---------------
                  Total Development Revenue Bonds ......................                       20,468,805
                                                                                          ---------------






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        REVENUE BONDS (CONTINUED)                                  OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  HIGHER EDUCATION REVENUE BONDS (32.4%)
                  Providence, Rhode Island Public Building Authority,
                     School Projects
$       500,000   5.500%, 12/15/14 Series 1996 B MBIA Insured ..........    Baa1/AA/NR    $       500,655
        500,000   5.500%, 12/15/15 Series 1996 B MBIA Insured ..........    Baa1/AA/NR            500,650
      1,000,000   5.250%, 12/15/14 Series 1998 A FSA Insured ...........    Aa3/AAA/AAA         1,035,030
        685,000   5.000%, 12/15/18 Series 1998 A FSA Insured ...........    Aa3/AAA/AAA           699,070
        500,000   5.000%, 12/15/09 Series 1999 A AMBAC Insured .........     Baa1/A/NR            508,880
        500,000   5.125%, 12/15/14 Series 1999 A AMBAC Insured .........     Baa1/A/NR            524,700
        250,000   5.250%, 12/15/15 Series 1999 A AMBAC Insured .........     Baa1/A/NR            262,227
      1,395,000   4.000%, 12/15/12 Series 2003 A MBIA Insured ..........    Baa1/AA/NR          1,387,439
      1,450,000   4.000%, 12/15/13 Series 2003 A MBIA Insured ..........    Baa1/AA/NR          1,421,435
      1,505,000   4.000%, 12/15/14 Series 2003 A MBIA Insured ..........    Baa1/AA/NR          1,455,997
      1,570,000   4.000%, 12/15/15 Series 2003 A MBIA Insured ..........    Baa1/AA/NR          1,494,326
      1,630,000   4.000%, 12/15/16 Series 2003 A MBIA Insured ..........    Baa1/AA/NR          1,523,088
                  Providence, Rhode Island Public Building Authority
        150,000   5.500%, 12/15/13 MBIA Insured 2006 Series B ..........    Baa1/AA/NR            150,197
                  Providence, Rhode Island Public Building School
                     & Public Facilities Project
      1,500,000   5.250%, 12/15/17  Series A AMBAC Insured .............     Baa1/A/NR          1,566,855
      1,000,000   5.250%, 12/15/19  Series 1999 A AMBAC Insured ........     Baa1/A/NR          1,040,070
                  Rhode Island Economic Development Corp. Rhode
                     Island Department of Transportation
        395,000   5.000%, 06/15/10 FGIC Insured Series 2006 A ..........    Aa3/AA/AA-            407,585
                  Rhode Island Health & Educational Building Corp.
                     Hospital Finance, Lifespan Obligation Group
      1,900,000   5.250%, 05/15/26 MBIA Insured ........................     A3/AA/NR           1,655,622
                  Rhode Island Health & Education Building Corp.,
                     Brown University
      2,000,000   5.250%, 09/01/17 Series 1993 MBIA Insured ............    Aa1/AA+/NR          2,088,360
                  Rhode Island Health & Education Building Corp.,
                      Bryant College
      1,000,000   5.125%, 06/01/19 AMBAC Insured .......................      A2/A/NR           1,029,010
        230,000   5.000%, 12/01/21 AMBAC Insured .......................      A2/A/NR             232,900






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        REVENUE BONDS (CONTINUED)                                  OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  HIGHER EDUCATION REVENUE BONDS (CONTINUED)
                  Rhode Island Health & Education Building Corp.,
                      Higher Educational Facilities
$     1,010,000   3.625%, 09/15/14 Series 2003 B MBIA Insured ..........    Baa1/AA/NR    $     1,008,162
      1,050,000   4.000%, 09/15/15 Series 2003 B MBIA Insured ..........    Baa1/AA/NR          1,056,657
      1,040,000   4.000%, 09/15/16 Series 2003 B MBIA Insured ..........    Baa1/AA/NR          1,035,861
        600,000   3.625%, 09/15/14 Series 2003 C MBIA Insured ..........    Baa1/AA/NR            598,908
        500,000   4.000%, 09/15/15 Series 2003 C MBIA Insured ..........    Baa1/AA/NR            503,170
        500,000   4.000%, 09/15/16 Series 2003 C MBIA Insured ..........    Baa1/AA/NR            498,010
      1,500,000   4.250%, 05/15/21 Series A FSA Insured ................    Aa3/NR/AAA          1,312,830
      1,500,000   4.375%, 05/15/22 Series A FSA Insured ................    Aa3/NR/AAA          1,309,860
                  Rhode Island Health & Education Building Corp.,
                     Johnson & Wales University
        465,000   5.500%, 04/01/15 Series 1999 A MBIA Insured ..........    Baa1/AA/NR            484,358
        900,000   5.500%, 04/01/16 Series 1999 A MBIA Insured ..........    Baa1/AA/NR            930,834
        785,000   5.500%, 04/01/17 Series 1999 A MBIA Insured ..........    Baa1/AA/NR            807,961
      1,360,000   4.000%, 04/01/12 Series 2003 Syncora Guarantee
                     Inc. Insured ......................................     NR/NR/NR*          1,359,932
      3,210,000   4.000%, 04/01/13 Series 2003 Syncora Guarantee
                     Inc. Insured ......................................     NR/NR/NR*          3,182,715
        500,000   5.250%, 04/01/14 Series 2003 Syncora Guarantee
                     Inc. Insured ......................................     NR/NR/NR*            516,030
      2,000,000   4.000%, 04/01/14 Series 2003 Syncora Guarantee
                     Inc. Insured ......................................     NR/NR/NR*          1,948,680
        750,000   5.000%, 04/01/29 MBIA Insured ........................    Baa1/AA/NR            602,475
                  Rhode Island Health & Educational Building Corp.,
                     Higher Education Facility, Providence College
      1,000,000   5.000%, 11/01/24 Syncora Guarantee Inc. Insured
                     Series 2003 A .....................................     A2/NR/NR             916,820
                  Rhode Island Health & Educational Building Corp.,
                     Higher Education Facility, Rhode Island School
                     of Design
        250,000   4.400%, 06/01/15 MBIA Insured ........................     A1/AA/NR             259,825
        585,000   4.600%, 06/01/17 MBIA Insured ........................     A1/AA/NR             604,750
        900,000   5.000%, 08/15/23 Syncora Guarantee Inc. Insured
                     Series D ..........................................     A1/NR/NR             888,030






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        REVENUE BONDS (CONTINUED)                                  OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  HIGHER EDUCATION REVENUE BONDS (CONTINUED)
                  Rhode Island Health & Educational Building Corp.,
                     Higher Education Facility, Roger Williams
                     University
$       500,000   5.000%, 11/15/24 AMBAC Insured .......................     Baa1/A/NR    $       467,060
                  Rhode Island Health & Education Building Corp.,
                     Lifespan Obligation
      2,500,000   5.000%, 05/15/20 FSA Insured Series A ................    Aa3/AAA/AAA         2,385,800
                  Rhode Island Health & Education Building Corp.,
                     Public School Financing
      1,000,000   5.000%, 05/15/17 Series 2006 A FSA Insured ...........    Aa3/AAA/AAA         1,089,080
        500,000   5.000%, 05/15/17 FSA Insured 2008 Series A ...........    Aa3/NR/AAA            508,855
        500,000   5.000%, 05/15/20 Series 2007 A FSA Insured ...........    Aa3/NR/AAA            494,850
      1,000,000   4.250%, 05/15/21 Series 2007 B FSA Insured ...........    Aa3/AAA/AAA           870,750
                  Rhode Island Health & Education Building Corp.,
                     Rhode Island School of Design
        505,000   4.700%, 06/01/18 Series 2001 MBIA Insured ............     A1/AA/NR             519,327
        280,000   4.750%, 06/01/19 Series 2001 MBIA Insured ............     A1/AA/NR             285,558
                  Rhode Island Health & Education Building Corp.,
                     Roger Williams University
        500,000   5.125%, 11/15/11 AMBAC Insured .......................     Baa1/A/NR            509,910
      1,000,000   5.125%, 11/15/14 Series 1996 S AMBAC Insured .........     Baa1/A/NR          1,031,220
      1,000,000   5.000%, 11/15/18 Series 1996 S AMBAC Insured .........     Baa1/A/NR          1,006,640
                  Rhode Island Health & Educational Building Corp.,
                     University of Rhode Island
        300,000   5.200%, 09/15/16 Series 2000 B AMBAC Insured
                     (pre-refunded) ....................................    Baa1/A+/NR            320,709
        800,000   5.000%, 09/15/23 Series 2003 C Refunding MBIA
                     Insured ...........................................    Baa1/AA/NR            765,328
      1,200,000   4.000%, 09/15/11 Series 2005 G AMBAC Insured .........     A1/A+/NR           1,256,124
      1,200,000   4.125%, 09/15/12 Series 2005 G AMBAC Insured .........     A1/A+/NR           1,273,116
      1,200,000   4.125%, 09/15/13 Series 2005 G AMBAC Insured .........     A1/A+/NR           1,278,108
      1,000,000   4.500%, 09/15/26 Series 2005 G Refunding
                     AMBAC Insured .....................................     A1/A+/NR             905,690






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        REVENUE BONDS (CONTINUED)                                  OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  HIGHER EDUCATION REVENUE BONDS (CONTINUED)
                  Rhode Island Health & Education Facilities
                     Authority, Providence College
$     1,000,000   4.250%, 11/01/14 Syncora Guarantee Inc. Insured ......     A2/NR/NR     $       999,440
      2,500,000   4.375%, 11/01/15 Syncora Guarantee Inc. Insured ......     A2/NR/NR           2,494,750
      2,500,000   4.500%, 11/01/16 Syncora Guarantee Inc. Insured ......     A2/NR/NR           2,490,075
      1,000,000   4.500%, 11/01/17 Syncora Guarantee Inc. Insured ......     A2/NR/NR             982,800
                                                                                          ---------------
                  Total Higher Education Revenue Bonds .................                       61,245,154
                                                                                          ---------------

                  HOUSING REVENUE BONDS (0.5%)
                  Rhode Island Housing & Mortgage Finance Corp.
                     Homeowner Opportunity
      1,000,000   3.750%, 10/01/13 Series 50-A MBIA Insured ............     A2/AA+/NR            952,900
                                                                                          ---------------

                  LEASE REVENUE BONDS (0.6%)
                  Rhode Island State Certificates of Participation
                     Kent County Court House Project
        250,000   5.000%, 10/01/22 MBIA Insured Series 2004 A ..........     A1/AA/A+             251,095
                  Rhode Island State & Providence Plantations Lease
                     Participation Certificates (Central Power Plant)
      1,000,000   4.000%, 10/01/20 Series D FSA Insured ................    Aa3/AAA/AAA           967,150
                                                                                          ---------------
                  Total Lease Revenue Bonds ............................                        1,218,245
                                                                                          ---------------

                  POLLUTION CONTROL REVENUE BONDS (3.5%)
                  Rhode Island Clean Water Finance Agency, Water
                     Pollution Control Bonds
      1,800,000    5.000%, 10/01/18 Series 2002 B MBIA Insured .........     Aaa/AA/NR          1,879,578
      4,765,000    4.375%, 10/01/21 Series 2002 B MBIA Insured .........     Aaa/AA/NR          4,693,811
                                                                                          ---------------
                  Total Pollution Control Revenue Bonds ................                        6,573,389
                                                                                          ---------------

                  WATER AND SEWER REVENUE BONDS (7.5%)
                  Bristol County, Rhode Island Water Authority
        750,000   5.250%, 07/01/17 Series 1997 A MBIA Insured ..........    Baa1/AA/NR            753,495
      1,000,000   3.500%, 12/01/13 Series 2004 Refunding A MBIA
                     Insured ...........................................    Baa1/AA/NR          1,018,500
      1,000,000   3.500%, 12/01/14 Series 2004 Refunding A MBIA
                     Insured ...........................................    Baa1/AA/NR          1,015,460






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        REVENUE BONDS (CONTINUED)                                  OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  WATER AND SEWER REVENUE BONDS (CONTINUED)
                  Kent County, Rhode Island Water Authority
$       500,000   4.000%, 07/15/12  Series 2002 A MBIA Insured .........    Baa1/AA/NR    $       527,750
      1,055,000   4.150%, 07/15/14  Series 2002 A MBIA Insured .........    Baa1/AA/NR          1,094,214
                  Narragansett, Rhode Island Bay Commission
                     Water Authority
        365,000   5.000%, 08/01/27 MBIA Insured Series A ...............    Baa1/AA/NR            338,099
                  Rhode Island Clean Water Protection Finance
                     Agency
        300,000   5.400%, 10/01/09 1993 Series 1993 A MBIA
                     Insured ...........................................     Aaa/AA/NR            309,381
      1,250,000   5.400%, 10/01/15 1993 Series A MBIA Insured ..........     Aaa/AA/NR          1,387,162
        500,000   4.500%, 10/01/11 1993 Series B AMBAC Insured .........     Aaa/A/NR             507,930
        500,000   4.750%, 10/01/20 1999 Series A AMBAC Insured .........     Aaa/A/NR             502,125
      1,000,000   5.125%, 10/01/11 1999 Series C MBIA Insured ..........     Aaa/AA/NR          1,028,140
        500,000   4.600%, 10/01/13 Series A AMBAC Insured ..............     Aaa/A/NR             507,190
        500,000   4.750%, 10/01/14 Series A AMBAC Insured ..............     Aaa/A/NR             507,290
      2,000,000   4.750%, 10/01/18 Series A AMBAC Insured ..............     Aaa/A/NR           2,016,900
                  Rhode Island Water Resources Board Public
                     Drinking Water Protection
      1,500,000   4.000%, 03/01/14 Series 2002 MBIA Insured ............    Baa1/AA/NR          1,547,955
        405,000   4.250%, 03/01/15 Series 2002 MBIA Insured
                      (pre-refunded) ...................................    Baa1/AA/NR            435,144
        595,000   4.250%, 03/01/15 Series 2002 MBIA Insured ............    Baa1/AA/NR            610,518
                                                                                          ---------------
                  Total Water and Sewer Revenue Bonds ..................                       14,107,253
                                                                                          ---------------

                  OTHER REVENUE BONDS (2.9%)
                  Rhode Island Convention Center Authority
                     Refunding Bonds
      2,000,000   5.000%, 05/15/21 FSA Insured .........................    Aa3/AAA/AAA         2,056,880
                  Rhode Island Refunding Bond Authority State
                     Public Projects
        500,000   5.250%, 02/01/10 AMBAC Insured Series 1998 A .........     A1/AA-/A+            501,150






                                                                              RATING
   PRINCIPAL                                                               MOODY'S, S&P
    AMOUNT        REVENUE BONDS (CONTINUED)                                  OR FITCH          VALUE
- ---------------   ------------------------------------------------------   ------------   ---------------
                                                                                 
                  OTHER REVENUE BONDS (CONTINUED)
                  State of Rhode Island Depositors Economic
                     Protection Corp.
$       445,000   6.550%, 08/01/10 MBIA Insured ETM ....................     A2/AA/NR     $       464,406
        500,000   6.000%, 08/01/17 Ser. 1992 B MBIA Insured ETM ........    Baa1/AA/NR            555,985
        300,000   5.800%, 08/01/09 Ser. 1993 B MBIA Insured ETM ........    Baa1/AA/NR            308,328
      1,045,000   5.250%, 08/01/21 Ser. 1993 B MBIA Insured ETM
                     (pre-refunded) ....................................    Baa1/AA/NR          1,120,334
        250,000   5.750%, 08/01/21 FSA Insured Series A ETM ............     NR/NR/NR*            290,460
        215,000   6.375%, 08/01/22 MBIA Insured Series A ETM ...........   Baa1/AA+/AAA           263,240
                                                                                          ---------------
                  Total Other Revenue Bonds ............................                        5,560,783
                                                                                          ---------------
                     Total Revenue Bonds ...............................                      110,126,529
                                                                                          ---------------
                  Total Investments (cost $181,585,990-note 4) .........       96.3%          182,160,136
                  Other assets less liabilities ........................       (3.7)            6,939,198
                                                                              -----       ---------------
                  Net Assets ...........................................      100.0%      $   189,099,334
                                                                              =====       ===============

                                                                            PERCENT OF
                  PORTFOLIO DISTRIBUTION BY QUALITY RATING                  PORTFOLIO +
                  ----------------------------------------                  -----------
                  Aaa of Moody's or AAA of S&P or Fitch ................       22.2%
                  Aa of Moody's or AA of S&P or Fitch ..................       48.4
                  A of Moody's or S&P or Fitch .........................       23.5
                  Baa of Moody's or BBB of S&P .........................        1.9
                  Not rated* ...........................................        4.0
                                                                              -----
                                                                              100.0%
                                                                              =====


            + Calculated using the highest rating of the three rating services.

            * Any security not rated (NR) by any of the approved  credit  rating
              services has been determined by the Investment Sub-Advisor to have
              sufficient  quality to be ranked in the top four credit ratings if
              a credit rating were to be assigned by a rating service.

                            PORTFOLIO ABBREVIATIONS:
                            ------------------------
                 AMBAC - American Municipal Bond Assurance Corp.
                 CIFG  - CDC IXIS Financial Guaranty
                 ETM   - Escrowed to Maturity
                 FGIC  - Financial Guaranty Insurance Co.
                 FSA   - Financial Security Assurance
                 MBIA  - Municipal Bond Investors Assurance
                 NR    - Not rated

                See accompanying notes to financial statements.



                   NARRAGANSETT INSURED TAX-FREE INCOME FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                         DECEMBER 31, 2008 (UNAUDITED)


                                                                                        
ASSETS
   Investments at value (cost $181,585,990) ...........................................    $ 182,160,136
   Cash ...............................................................................        5,769,510
   Interest receivable ................................................................        2,219,159
   Receivable for Fund shares sold ....................................................          125,514
   Other assets .......................................................................            8,385
                                                                                           -------------
   Total assets .......................................................................      190,282,704
                                                                                           -------------
LIABILITIES
   Dividends payable ..................................................................          697,723
   Payable for Fund shares redeemed ...................................................          367,586
   Management fee payable .............................................................           29,276
   Distribution and service fees payable ..............................................           25,341
   Accrued expenses ...................................................................           63,444
                                                                                           -------------
   Total liabilities ..................................................................        1,183,370
                                                                                           -------------
NET ASSETS ............................................................................    $ 189,099,334
                                                                                           =============
   Net Assets consist of:
   Capital Stock - Authorized 80,000,000 shares, par value $0.01 per share ............    $     183,980
   Additional paid-in capital .........................................................      189,133,344
   Net unrealized appreciation on investments (note 4) ................................          574,146
   Accumulated net realized loss on investments .......................................         (755,260)
   Distributions in excess of net investment income ...................................          (36,876)
                                                                                           -------------
                                                                                           $ 189,099,334
                                                                                           =============
CLASS A
   Net Assets .........................................................................    $ 129,436,249
                                                                                           =============
   Capital shares outstanding .........................................................       12,593,200
                                                                                           =============
   Net asset value and redemption price per share .....................................    $       10.28
                                                                                           =============
   Maximum offering price per share (100/96 of $10.28 adjusted to nearest cent) .......    $       10.71
                                                                                           =============
CLASS C
   Net Assets .........................................................................    $  10,519,863
                                                                                           =============
   Capital shares outstanding .........................................................        1,023,674
                                                                                           =============
   Net asset value and offering price per share .......................................    $       10.28
                                                                                           =============
   Redemption price per share (*a charge of 1% is imposed on the redemption
      proceeds of the shares, or on the original price, whichever is lower, if redeemed
      during the first 12 months after purchase) ......................................    $       10.28*
                                                                                           =============
CLASS I
   Net Assets .........................................................................    $     302,044
                                                                                           =============
   Capital shares outstanding .........................................................           29,401
                                                                                           =============
   Net asset value, offering and redemption price per share ...........................    $       10.27
                                                                                           =============
CLASS Y
   Net Assets .........................................................................    $  48,841,178
                                                                                           =============
   Capital shares outstanding .........................................................        4,751,721
                                                                                           =============
   Net asset value, offering and redemption price per share ...........................    $       10.28
                                                                                           =============


                See accompanying notes to financial statements.



                   NARRAGANSETT INSURED TAX-FREE INCOME FUND
                            STATEMENT OF OPERATIONS
                 SIX MONTHS ENDED DECEMBER 31, 2008 (UNAUDITED)


                                                                       
INVESTMENT INCOME:
   Interest income ......................................                    $ 3,735,110

Expenses:
   Management fee (note 3) ..............................    $   436,240
   Distribution and service fees (note 3) ...............        143,178
   Trustees' fees and expenses (note 8) .................         70,479
   Legal fees (note 3) ..................................         52,798
   Transfer and shareholder servicing agent fees (note 3)         40,382
   Shareholders' reports and proxy statements ...........         28,109
   Fund accounting fees .................................         10,742
   Custodian fees (note 6) ..............................          9,172
   Auditing and tax fees ................................          8,412
   Registration fees and dues ...........................          7,586
   Insurance ............................................          3,810
   Chief compliance officer (note 3) ....................          2,024
   Miscellaneous ........................................         34,327
                                                             -----------
   Total expenses .......................................        847,259

   Management fee waived (note 3) .......................       (279,479)
   Expenses paid indirectly (note 6) ....................        (23,296)
                                                             -----------
   Net expenses .........................................                        544,484
                                                                             -----------
   Net investment income ................................                      3,190,626

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized gain (loss) from securities transactions          62,445
   Change in unrealized appreciation on investments .....     (1,028,087)
                                                             -----------

   Net realized and unrealized gain (loss) on investments                       (965,642)
                                                                             -----------
   Net change in net assets resulting from operations ...                    $ 2,224,984
                                                                             ===========


                See accompanying notes to financial statements.



                   NARRAGANSETT INSURED TAX-FREE INCOME FUND
                      STATEMENTS OF CHANGES IN NET ASSETS



                                                                Six Months Ended
                                                                December 31, 2008         Year Ended
                                                                   (unaudited)          June 30, 2008
                                                                -----------------     -----------------
                                                                                
OPERATIONS:
   Net investment income ...................................    $       3,190,626     $       5,593,555
   Net realized gain (loss) from securities transactions ...               62,445                89,660
   Change in unrealized appreciation on investments ........           (1,028,087)              146,976
                                                                -----------------     -----------------
      Change in net assets from operations .................            2,224,984             5,830,191
                                                                -----------------     -----------------

DISTRIBUTIONS TO SHAREHOLDERS (note 9):
   Class A Shares:
   Net investment income ...................................           (2,157,809)           (3,893,537)

   Class C Shares:
   Net investment income ...................................             (160,123)             (369,761)

   Class I Shares:
   Net investment income ...................................               (5,953)              (25,275)

   Class Y Shares:
   Net investment income ...................................             (911,717)           (1,438,715)
                                                                -----------------     -----------------
      Change in net assets from distributions ..............           (3,235,602)           (5,727,288)
                                                                -----------------     -----------------

CAPITAL SHARE TRANSACTIONS (note 7):
   Proceeds from shares sold ...............................           21,214,346            34,062,506
   Net asset value of shares issued in connection
      with merger (note 10) ................................           18,325,315                    --
   Reinvested dividends and distributions ..................            1,181,326             2,606,015
   Cost of shares redeemed .................................          (12,980,066)          (22,421,102)
                                                                -----------------     -----------------
   Change in net assets from capital share transactions ....           27,740,921            14,247,419
                                                                -----------------     -----------------
      Change in net assets .................................           26,730,303            14,350,322

NET ASSETS:
        Beginning of period ................................          162,369,031           148,018,709
                                                                -----------------     -----------------
        End of period* .....................................    $     189,099,334     $     162,369,031
                                                                =================     =================
        * Includes distributions in excess of net investment
          income and undistributed net investment income of:    $         (36,876)    $           8,100
                                                                =================     =================


                See accompanying notes to financial statements.



                   NARRAGANSETT INSURED TAX-FREE INCOME FUND
                         NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2008 (UNAUDITED)

1. ORGANIZATION

      Narragansett Insured Tax-Free Income Fund (the "Fund"), a non-diversified,
open-end   investment   company,   was  organized  on  January  22,  1992  as  a
Massachusetts business trust and commenced operations on September 10, 1992. The
Fund is authorized to issue 80,000,000 shares and, since its inception to May 1,
1996,  offered only one class of shares.  On that date,  the Fund began offering
two  additional  classes  of  shares,  Class C and  Class Y Shares.  All  shares
outstanding  prior to that date were  designated  as Class A Shares and are sold
with a front-payment  sales charge and bear an annual  distribution fee. Class C
Shares are sold with a  level-payment  sales  charge  with no payment at time of
purchase but level service and distribution fees from date of purchase through a
period of six years  thereafter.  A  contingent  deferred  sales charge of 1% is
assessed to any Class C shareholder  who redeems shares of this Class within one
year from the date of purchase. Class C Shares, together with a pro-rata portion
of all Class C Shares  acquired  through  reinvestment  of  dividends  and other
distributions paid in additional Class C Shares,  automatically convert to Class
A Shares  after 6 years.  The Class Y Shares are only  offered  to  institutions
acting for an investor in a fiduciary,  advisory,  agency,  custodian or similar
capacity and are not offered  directly to retail  investors.  Class Y Shares are
sold at net asset value without any sales charge,  redemption  fees,  contingent
deferred sales charge or  distribution or service fees. On October 31, 1997, the
Fund  established  Class I Shares,  which  are  offered  and sold  only  through
financial intermediaries and are not offered directly to retail investors. Class
I Shares are sold at net asset value without any sales charge,  redemption fees,
or contingent deferred sales charge. Class I Shares carry a distribution fee and
a service fee. All classes of shares  represent  interests in the same portfolio
of  investments  and are identical as to rights and  privileges  and differ with
respect to the effect of sales  charges,  the  distribution  and/or service fees
borne by each class,  expenses specific to each class,  voting rights on matters
affecting a single class and the exchange privileges of each class.

2. SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant  accounting policies followed by
the Fund in the  preparation  of its financial  statements.  The policies are in
conformity with accounting principles generally accepted in the United States of
America for investment companies.

a)    PORTFOLIO VALUATION:  Municipal securities which have remaining maturities
      of more than 60 days are valued each  business day based upon  information
      provided  by  a  nationally  prominent  independent  pricing  service  and
      periodically  verified  through  other  pricing  services.  In the case of
      securities for which market quotations are readily  available,  securities
      are valued by the pricing service at the mean of bid and asked quotations.
      If market  quotations  or a  valuation  from the  pricing  service  is not
      readily available, the security is valued at fair value determined in good
      faith under procedures established by and under the general supervision of
      the  Board of  Trustees.  Securities  which  mature in 60 days or less are
      valued at amortized  cost if their term to maturity at purchase is 60 days
      or less, or by amortizing their unrealized appreciation or depreciation on
      the 61st day prior to  maturity,  if their term to  maturity  at  purchase
      exceeds 60 days.



b)    FAIR VALUE MEASUREMENTS:  The Fund adopted Financial  Accounting Standards
      Board  Statement of Financial  Accounting  Standards No. 157,  "Fair Value
      Measurements" ("SFAS 157"), effective July 1, 2008. SFAS 157 established a
      three-tier  hierarchy of inputs to establish  classification of fair value
      measurements  for  disclosure  purposes.   Inputs  may  be  observable  or
      unobservable.   Observable   inputs   reflect   the   assumptions   market
      participants  would use in pricing the asset or liability  developed based
      on market data obtained from sources  independent of the reporting entity.
      Unobservable  inputs reflect the reporting  entity's own assumptions about
      the  assumptions  market  participants  would use in pricing  the asset or
      liability  developed  based  on  the  best  information  available  in the
      circumstances.  The Fund's  investments are assigned levels based upon the
      observability.

      The three-tier hierarchy inputs is summarized below:

      Level 1 - quoted prices in active markets for identical securities

      Level 2 - other significant observable inputs (including quoted prices for
      similar securities, interest rates, prepayment speeds, credit risk, etc.)

      Level 3 -  significant  unobservable  inputs  (including  the  Fund's  own
      assumptions in determining the fair value of investments)

      The inputs or methodology used for valuing  securities are not necessarily
      an indication of the risk associated with investing in those securities

      The following is a summary of the valuation  inputs,  representing 100% of
      the Fund's investments, used to value the Fund's net assets as of December
      31, 2008:

      Valuation Inputs                                 Investments in Securities
      ----------------                                 -------------------------
      Level 1 - Quoted Prices .....................         $            --
      Level 2 - Other Significant Observable Inputs             182,160,136
      Level 3 - Significant Unobservable Inputs ...                      --
                                                            ---------------
      Total .......................................         $   182,160,136
                                                            ===============

c)    SECURITIES   TRANSACTIONS  AND  RELATED  INVESTMENT   INCOME:   Securities
      transactions  are  recorded on the trade date.  Realized  gains and losses
      from  securities  transactions  are reported on the identified cost basis.
      Interest  income is  recorded on the  accrual  basis and is  adjusted  for
      amortization  of  premium  and  accretion  of  original  issue and  market
      discount.

d)    FEDERAL  INCOME  TAXES:  It is the  policy  of the  Fund to  qualify  as a
      regulated  investment  company by  complying  with the  provisions  of the
      Internal Revenue Code applicable to certain investment companies. The Fund
      intends to make  distributions of income and securities profits sufficient
      to relieve it from all, or  substantially  all,  Federal income and excise
      taxes.

      FASB  Interpretation  No. 48 "Accounting  for Uncertainty in Income Taxes"
      ("FIN 48") was adopted on December 31, 2007.  Management  has reviewed the
      tax  positions  for  each  of the  open  tax  years  (2004-2008)  and  has
      determined  that  the  implementation  of FIN 48 did not  have a  material
      impact on the Fund's financial statements.



e)    MULTIPLE   CLASS   ALLOCATIONS:   All   income,   expenses   (other   than
      class-specific  expenses), and realized and unrealized gains or losses are
      allocated  daily to each class of shares  based on the relative net assets
      of each class.  Class-specific  expenses,  which include  distribution and
      service  fees and any other items that are  specifically  attributed  to a
      particular class, are charged directly to such class.

f)    USE OF ESTIMATES:  The  preparation of financial  statements in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America requires  management to make estimates and assumptions that affect
      the  reported   amounts  of  assets  and  liabilities  and  disclosure  of
      contingent assets and liabilities at the date of the financial  statements
      and the  reported  amounts of increases  and  decreases in net assets from
      operations during the reporting  period.  Actual results could differ from
      those estimates.

g)    ACCOUNTING PRONOUNCEMENT: In March 2008, Statement of Financial Accounting
      Standards No. 161,  "Disclosures about Derivative  Instruments and Hedging
      Activities"  ("SFAS  161") was issued and is  effective  for fiscal  years
      beginning  after  November  15,  2008.  SFAS 161 is  intended  to  improve
      financial  reporting  for  derivative  instruments  by requiring  enhanced
      disclosure that enables investors to understand how and why an entity uses
      derivatives,  how  derivatives  are  accounted  for,  and  how  derivative
      instruments  affect  an  entity's  results  of  operations  and  financial
      position.  Management is currently evaluating the implications of SFAS 161
      and it's impact, if any, on the Fund's financial statement disclosures.

3.  FEES AND RELATED PARTY TRANSACTIONS

a)  MANAGEMENT ARRANGEMENTS:

      Aquila   Investment   Management  LLC  (the  "Manager"),   a  wholly-owned
subsidiary of Aquila  Management  Corporation,  the Fund's  founder and sponsor,
serves  as the  Manager  for the  Fund  under  an  Advisory  and  Administration
Agreement with the Fund. The portfolio management of the Fund has been delegated
to a  Sub-Adviser  as described  below.  Under the  Advisory and  Administration
Agreement,  the Manager provides all administrative  services to the Fund, other
than those  relating  to the  day-to-day  portfolio  management.  The  Manager's
services  include  providing the office of the Fund and all related  services as
well as overseeing the activities of the Sub-Adviser and managing  relationships
with all the various support  organizations  to the Fund such as the shareholder
servicing agent,  custodian,  legal counsel,  fund accounting agent, auditor and
distributor. For its services, the Manager is entitled to receive a fee which is
payable  monthly and computed as of the close of business each day at the annual
rate of 0.50% on the Fund's average net assets.

      Citizens  Investment  Advisors,  a department of RBS  Citizens,  N.A. (the
"Sub-Adviser")  serves  as the  Investment  Sub-Adviser  for  the  Fund  under a
Sub-Advisory  Agreement  between  the Manager  and the  Sub-Adviser.  Under this
agreement,  the Sub-Adviser  continuously provides,  subject to oversight of the
Manager  and the Board of Trustees of the Fund,  the  investment  program of the
Fund and the composition of its portfolio,  arranges for the purchases and sales
of portfolio securities, and provides for daily pricing of the Fund's portfolio.
For its services,  the Sub-Adviser is entitled to receive a fee from the Manager
which is payable  monthly and  computed as of the close of business  each day at
the annual rate of 0.23% on the Fund's average net assets.



      For the six months ended December 31, 2008,  the Fund incurred  management
fees of $436,240 of which  $279,479  was waived.  The Manager has  contractually
undertaken to waive fees and/or  reimburse Fund expenses  during the period July
1, 2008 through June 30, 2009 so that total Fund expenses would not exceed 0.83%
for Class A Shares,  1.68% for Class C Shares, 1.05% for Class I Shares or 0.70%
for Class Y Shares. A similar contractual undertaking is intended to be in place
through the period ended June 30, 2010.

      Under a Compliance  Agreement with the Manager, the Manager is compensated
for Chief  Compliance  Officer related  services  provided to enable the Fund to
comply with Rule 38a-1 of the Investment Company Act of 1940.

      Specific  details as to the nature and extent of the services  provided by
the Manager and the Sub-Adviser are more fully defined in the Fund's  Prospectus
and Statement of Additional Information.

b)  DISTRIBUTION AND SERVICE FEES:

      The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule
12b-1 (the "Rule") under the Investment  Company Act of 1940.  Under one part of
the  Plan,  with  respect  to Class A  Shares,  the Fund is  authorized  to make
distribution fee payments to broker-dealers or others  ("Qualified  Recipients")
selected by Aquila Distributors,  Inc. ("the Distributor"),  including,  but not
limited to, any principal underwriter of the Fund with which the Distributor has
entered into written agreements contemplated by the Rule and which have rendered
assistance  in the  distribution  and/or  retention  of  the  Fund's  shares  or
servicing of shareholder accounts. The Fund makes payment of this service fee at
the annual rate of 0.15% of the Fund's average net assets represented by Class A
Shares. For the six months ended December 31, 2008, distribution fees on Class A
Shares amounted to $86,928, of which the Distributor retained $2,061.

      Under  another part of the Plan,  the Fund is  authorized to make payments
with  respect to Class C Shares to  Qualified  Recipients  which  have  rendered
assistance in the distribution  and/or retention of the Fund's Class C Shares or
servicing of shareholder accounts. These payments are made at the annual rate of
0.75% of the Fund's average net assets represented by Class C Shares and for the
six months ended  December 31, 2008  amounted to $41,935.  In addition,  under a
Shareholder  Services  Plan, the Fund is authorized to make service fee payments
with respect to Class C Shares to Qualified  Recipients  for providing  personal
services and/or maintenance of shareholder accounts.  These payments are made at
the annual rate of 0.25% of the Fund's average net assets represented by Class C
Shares and for the six months ended December 31, 2008, amounted to $13,979.  The
total of these payments with respect to Class C Shares  amounted to $55,914,  of
which the Distributor retained $13,064.

      Under  another part of the Plan,  the Fund is  authorized to make payments
with respect to Class I Shares to Qualified Recipients.  Class I payments, under
the Plan,  may not  exceed,  for any fiscal  year of the Fund a rate  (currently
0.20%) set from time to time by the Board of  Trustees of not more than 0.25% of
the average annual net assets  represented  by the Class I Shares.  In addition,
the Fund has a  Shareholder  Services  Plan under which it may pay service  fees
(currently 0.15%) of not more than 0.25% of the average annual net assets of the
Fund represented by Class I Shares. That is, the total payments under



both plans will not exceed  0.50% of such net assets.  For the six months  ended
December 31, 2008,  these payments were made at the average annual rate of 0.35%
of such net assets  amounting to $588 of which $336 related to the Plan and $252
related to the Shareholder Services Plan.

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

      Under a Distribution  Agreement,  the Distributor  serves as the exclusive
distributor of the Fund's shares. Through agreements between the Distributor and
various brokerage and advisory firms  ("intermediaries"),  the Fund's shares are
sold primarily  through the facilities of  intermediaries  having offices within
Rhode Island, with the bulk of sales commissions inuring to such intermediaries.
For the six months ended December 31, 2008, total  commissions on sales of Class
A Shares amounted to $105,135, of which the Distributor received $9,117.

c) OTHER RELATED PARTY TRANSACTIONS:

      For the six months ended December 31, 2008,  the Fund incurred  $52,347 of
legal fees  allocable to Butzel Long PC, counsel to the Fund, for legal services
in conjunction with the Fund's ongoing operations.  The Secretary of the Fund is
a shareholder of that firm.

4. PURCHASES AND SALES OF SECURITIES

      During the six months ended December 31, 2008, purchases of securities and
proceeds from the sales of securities  aggregated  $24,972,652  and  $6,570,000,
respectively.

      At December  31,  2008,  the  aggregate  tax cost for all  securities  was
$181,574,742.  At December 31, 2008, the aggregate gross unrealized appreciation
for all  securities  in which there is an excess of value over tax cost amounted
to $3,748,914 and aggregate gross unrealized  depreciation for all securities in
which there is an excess of tax cost over value amounted to $3,163,520 for a net
unrealized appreciation of $585,394.

5. PORTFOLIO ORIENTATION

      Since the Fund  invests  principally  and may  invest  entirely  in double
tax-free municipal  obligations of issuers within Rhode Island, it is subject to
possible risks  associated with economic,  political,  or legal  developments or
industrial or regional matters specifically  affecting Rhode Island and whatever
effects  these  may have  upon  Rhode  Island  issuers'  ability  to meet  their
obligations.  However,  to mitigate  against such risks,  the Fund has chosen to
have at least 80% and  possibly  the  entire  number of issues in the  portfolio
insured as to timely  payment of principal  and interest  when due by nationally
prominent municipal bond insurance  companies.  At December 31, 2008, all of the
securities  in the Fund were  insured.  While such  insurance  protects  against
credit risks with portfolio  securities,  it does not insure against market risk
of fluctuations in the Fund's share price and income return (see note 11a).

      The  Fund is also  permitted  to  invest  in  U.S.  territorial  municipal
obligations  meeting  comparable quality standards and providing income which is
exempt from both regular  Federal and Rhode  Island



income  taxes.  The general  policy of the Fund is to invest in such  securities
only when comparable securities of Rhode Island issuers are not available in the
market.  At December  31, 2008,  the Fund had all of its net assets  invested in
Rhode Island municipal issues.

6. EXPENSES

      The Fund has negotiated an expense offset  arrangement  with its custodian
wherein it receives credit toward the reduction of custodian fees and other Fund
expenses  whenever  there  are  uninvested  cash  balances.   The  Statement  of
Operations  reflects the total expenses before any offset,  the amount of offset
and the net expenses.

7. CAPITAL SHARE TRANSACTIONS

      Transactions in Capital Shares of the Fund were as follows:



                                      Six Months Ended
                                      December 31, 2008                     Year Ended
                                         (unaudited)                      June 30, 2008
                                -----------------------------     -----------------------------
                                   Shares           Amount           Shares           Amount
                                ------------     ------------     ------------     ------------
                                                                       
Class A Shares:
   Proceeds from shares sold       1,046,547     $ 10,785,359        1,685,023     $ 17,703,105
   Shares issued in merger .       1,856,329       18,325,315               --               --
   Reinvested distributions           95,633          984,437          206,778        2,169,365
   Cost of shares redeemed .        (543,323)      (5,541,522)      (1,279,281)     (13,392,601)
                                ------------     ------------     ------------     ------------
      Net change ...........       2,455,186       24,553,589         (612,520)      (6,479,869)
                                ------------     ------------     ------------     ------------
Class C Shares:
   Proceeds from shares sold         147,800        1,530,022          242,233        2,541,616
   Reinvested distributions            5,432           55,945           12,955          135,823
   Cost of shares redeemed .        (204,732)      (2,100,628)        (534,010)      (5,606,965)
                                ------------     ------------     ------------     ------------
      Net change ...........         (51,500)        (514,661)        (278,822)      (2,929,526)
                                ------------     ------------     ------------     ------------
Class I Shares:
   Proceeds from shares sold              --               --               55              591
   Reinvested distributions              482            4,963            2,411           25,257
   Cost of shares redeemed .         (22,766)        (237,359)         (30,490)        (319,333)
                                ------------     ------------     ------------     ------------
      Net change ...........         (22,284)        (232,396)         (28,024)        (293,485)
                                ------------     ------------     ------------     ------------
Class Y Shares:
   Proceeds from shares sold         877,119        8,898,965        1,312,969       13,817,194
   Reinvested distributions           13,224          135,981           26,297          275,570
   Cost of shares redeemed .        (501,490)      (5,100,557)        (295,344)      (3,102,203)
                                ------------     ------------     ------------     ------------
      Net change ...........         388,853        3,934,389        1,043,922       10,990,561
                                ------------     ------------     ------------     ------------
Total transactions in Fund
   shares ..................       2,770,255     $ 27,740,921        1,349,596     $ 14,247,419
                                ============     ============     ============     ============




8. TRUSTEES' FEES AND EXPENSES

      At December  31, 2008 there were 6  Trustees,  one of which is  affiliated
with the Manager and is not paid any fees. The total amount of Trustees' service
and  attendance  fees paid  during the six months  ended  December  31, 2008 was
$51,558,  to  cover  carrying  out  their  responsibilities  and  attendance  at
regularly  scheduled  quarterly  Board Meetings and meetings of the  Independent
Trustees held prior to each quarterly Board Meeting.  When  additional  meetings
(Audit, Nominating, Shareholder and special meetings) are held, meeting fees are
paid to those Trustees in attendance. Trustees are reimbursed for their expenses
such as travel, accommodations, and meals incurred in connection with attendance
at Board Meetings and at the Annual Meeting of Shareholders.  For the six months
ended December 31, 2008, such meeting-related expenses amounted to $18,921.

9. INCOME TAX INFORMATION AND DISTRIBUTIONS

      The Fund declares  dividends  daily from net  investment  income and makes
payments monthly.  Net realized capital gains, if any, are distributed  annually
and are taxable.  These  distributions  are paid in additional shares at the net
asset  value  per  share,  in  cash,  or  in  a  combination  of  both,  at  the
shareholder's option.

      The  Fund  intends  to  maintain,  to the  maximum  extent  possible,  the
tax-exempt  status  of  interest  payments  received  from  portfolio  municipal
securities in order to allow dividends paid to shareholders  from net investment
income to be exempt from regular Federal and State of Rhode Island income taxes.
However,  due to differences  between financial  statement reporting and Federal
income tax reporting requirements, distributions made by the Fund may not be the
same as the Fund's net investment income,  and/or net realized securities gains.
In this regard,  the Fund increased  undistributed  net investment income in the
amount of $128,882 and  decreased  additional  paid-in  capital in the amount of
$128,882 at June 30, 2008. This adjustment had no impact on the Fund's aggregate
net assests at June 30, 2008.  Further,  a small portion of the  dividends  may,
under some circumstances, be subject to taxes at ordinary income rates.

      At June 30,  2008,  the Fund had a capital  loss  carryover of $817,705 of
which $530,992 expires on June 30, 2009,  $111,495 expires on June 30, 2013, and
$175,218  expires on June 30, 2015. This carryover is available to offset future
net realized gains on securities  transactions to the extent provided for in the
Internal  Revenue  Code.  To the extent that this loss is used to offset  future
realized  capital  gains,  it is  probable  the  gains  so  offset  will  not be
distributed.

      Tax character of distributions:

                                                     Year Ended June 30,
                                                  ------------------------
                                                     2008          2007
                                                  ----------    ----------
      Net tax-exempt income                       $5,598,407    $5,334,313
      Ordinary income                                128,881       278,524
                                                  ----------    ----------
                                                  $5,727,288    $5,612,837
                                                  ==========    ==========



      As of June 30, 2008,  the  components of  distributable  earnings on a tax
basis were as follows:

      Undistributed tax-exempt income             $   193,529
      Accumulated net realized loss                  (817,705)
      Unrealized appreciation                       1,610,333
      Other temporary differences                    (193,529)
                                                  -----------
                                                  $   792,628
                                                  ===========

      At June  30,  2008,  the  difference  between  book  basis  and tax  basis
unrealized appreciation was attributable primarily to the treatment of accretion
of discounts and amortization of premiums. The difference between book basis and
tax basis undistributed income is due to the timing of distribution.

10. TRANSFER OF NET ASSETS TRANSACTION

      On October 17, 2008,  the Fund acquired the assets and  liabilities of the
Ocean State Tax-Exempt Fund ("Ocean  State"),  pursuant to an agreement and plan
of  reorganization  approved by the  shareholders  of Ocean State.  Total shares
issued by the Fund and total net assets of Ocean  State and the Fund on the date
of the transfer were as follows:

                    Shares Issued by     Total Nets Assets      Total Net Assets
Aquired Fund            the Fund           of Ocean State          of the Fund
- --------------------------------------------------------------------------------
Ocean State            1,856,329           $   18,325,315        $  176,365,957

      The total  net  assets of the Ocean  State  portfolio  before  acquisition
included  unrealized  appreciation of $133,026 and accumulated net realized loss
of $468,864.  Total net assets of the Fund  immediately  after the transfer were
$194,691,272.   The   transaction  was  structured  to  qualify  as  a  tax-free
reorganization under the Internal Revenue Code of 1986, as amended.

11. RECENT DEVELOPMENT

a)    INSURERS: Over the past year, municipal bond insurance companies have been
      under  review by the  three  major  rating  agencies:  Standard  & Poor's,
      Moody's and Fitch. The ratings of some of the insurance companies have now
      either been  downgraded  and/or  have a negative  outlook.  The  financial
      markets  continue  to assess  the  severity  of the  losses  caused by the
      subprime  credit  crisis  and  its  impact  on  municipal  bond  insurance
      companies and the prices of insured municipal bonds.

b)    SUB-ADVISER DEVELOPMENT:  Citizens Investment Advisors, the Sub-Adviser of
      the Fund,  is a department  of Citizens  Bank, a division of RBS Citizens,
      N.A., a bank subsidiary of Citizens Financial Group, Inc. ("CFG").  CFG is
      a  wholly-owned  subsidiary  of The  Royal  Bank of  Scotland  Group,  PLC
      ("RBSG").

      In October,  2008 the  government of the United  Kingdom  directed RBSG to
      raise 20 billion  pounds of  additional  capital by a sale of shares.  The
      U.K.  government,  through  Her  Majesty's  Treasury  ("HMT"),  agreed  to
      purchase any shares not sold in the offering, which closed on November 29,



      2008. The current owners bought only a fraction of the issue. The purchase
      by HMT was  completed  on  December  1, 2008.  HMT has, as a result of the
      transaction,  acquired  57.92% of the  enlarged  ordinary  (voting)  share
      capital of RBSG, as well as (pound)5 billion of non-cumulative  non-voting
      Preferences  Shares in RBSG. HMT's investment is RBSG will be managed on a
      commercial basis by a new arm's-length  company, UK Financial  Investments
      Limited, which is wholly owned by HMT.

      These  transactions  have  resulted  in a change of control of RBSG.  As a
      consequence  of the  change  of  control  of the  Sub-Adviser's  corporate
      parent, the sub-advisory agreement has terminated by its terms.

      The  Board of  Trustees  has  accordingly  authorized  a new  sub-advisory
      agreement with the same terms as the current sub-advisory  agreement.  The
      Board also authorized calling a special meeting of the shareholders of the
      Fund to approve the new agreement.  The  Sub-Adviser  has advised the Fund
      that  the  above  transactions  will  not  result  in any  changes  in the
      management or operations of the Sub-Adviser.



                   NARRAGANSETT INSURED TAX-FREE INCOME FUND
                              FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD



                                                                                     Class A
                                              ----------------------------------------------------------------------------------
                                              Six Months
                                                Ended                                  Year Ended June 30,
                                               12/31/08        -----------------------------------------------------------------
                                              (unaudited)        2008           2007          2006          2005          2004
                                               --------        --------       --------      --------      --------      --------
                                                                                                      
Net asset value, beginning of period           $  10.39        $  10.37       $  10.34      $  10.79      $  10.49      $  10.92
                                               --------        --------       --------      --------      --------      --------
Income (loss) from investment operations:
   Net investment income +                         0.19++          0.38++         0.38+         0.38+         0.40+         0.41+
   Net gain (loss) on securities
      (both realized and unrealized)              (0.11)           0.03           0.04         (0.44)         0.31         (0.42)
                                               --------        --------       --------      --------      --------      --------
   Total from investment operations                0.08            0.41           0.42         (0.06)         0.71         (0.01)
                                               --------        --------       --------      --------      --------      --------
Less distributions (note 9):
   Dividends from net investment income           (0.19)          (0.39)         (0.39)        (0.39)        (0.41)        (0.42)
                                               --------        --------       --------      --------      --------      --------
Net asset value, end of period                 $  10.28        $  10.39       $  10.37      $  10.34      $  10.79      $  10.49
                                               ========        ========       ========      ========      ========      ========
Total return (not reflecting sales charge)         0.81%*          4.00%          4.10%        (0.56)%        6.81%        (0.10)%
Ratios/supplemental data
   Net assets, end of period (in thousands)    $129,436        $105,330       $ 98,749      $103,222      $105,910      $101,413
   Ratio of expenses to average net assets         0.63%**         0.64%          0.68%         0.67%         0.58%         0.53%
   Ratio of net investment income to
      average net assets                           3.64%**         3.63%          3.63%         3.61%         3.68%         3.82%
   Portfolio turnover rate                         3.89%*          2.87%          2.37%         7.25%         2.20%         8.61%

The expense and net investment income ratios without the effect of the waiver of a portion of the management fee and the expense
   reimbursement were (note 3):

   Ratio of expenses to average net assets         0.93%**         0.97%          1.03%         1.03%         0.96%         0.91%
   Ratio of net investment income to
      average net assets                           3.35%**         3.29%          3.28%         3.25%         3.31%         3.44%

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

   Ratio of expenses to average net assets         0.61%**         0.63%          0.68%         0.67%         0.57%         0.52%


                                                                                     Class C
                                              ----------------------------------------------------------------------------------
                                              Six Months
                                                Ended                                  Year Ended June 30,
                                               12/31/08        -----------------------------------------------------------------
                                              (unaudited)        2008           2007          2006          2005          2004
                                               --------        --------       --------      --------      --------      --------
                                                                                                      
Net asset value, beginning of period           $  10.39        $  10.37       $  10.34      $  10.79      $  10.48      $  10.92
                                               --------        --------       --------      --------      --------      --------
Income (loss) from investment operations:
   Net investment income +                         0.15++          0.29++         0.30+         0.29+         0.31+         0.32+
   Net gain (loss) on securities
      (both realized and unrealized)              (0.11)           0.03           0.03         (0.44)         0.31         (0.43)
                                               --------        --------       --------      --------      --------      --------
   Total from investment operations                0.04            0.32           0.33         (0.15)         0.62         (0.11)
                                               --------        --------       --------      --------      --------      --------
Less distributions (note 9):
   Dividends from net investment income           (0.15)          (0.30)         (0.30)        (0.30)        (0.31)        (0.33)
                                               --------        --------       --------      --------      --------      --------
Net asset value, end of period                 $  10.28        $  10.39       $  10.37      $  10.34      $  10.79      $  10.48
                                               ========        ========       ========      ========      ========      ========
Total return (not reflecting sales charge)         0.38%*          3.12%          3.22%        (1.40)%        6.01%        (1.04)%
Ratios/supplemental data
   Net assets, end of period (in thousands)    $ 10,520        $ 11,169       $ 14,034      $ 16,602      $ 19,031      $ 17,901
   Ratio of expenses to average net assets         1.48%**         1.51%          1.53%         1.52%         1.43%         1.38%
   Ratio of net investment income to
      average net assets                           2.78%**         2.76%          2.78%         2.76%         2.83%         2.98%
   Portfolio turnover rate                         3.89%*          2.87%          2.37%         7.25%         2.20%         8.61%

The expense and net investment income ratios without the effect of the waiver of a portion of the management fee and the expense
   reimbursement were (note 3):

   Ratio of expenses to average net assets         1.78%**         1.82%          1.88%         1.88%         1.81%         1.76%
   Ratio of net investment income to
      average net assets                           2.48%**         2.45%          2.43%         2.40%         2.45%         2.60%

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

   Ratio of expenses to average net assets         1.46%**         1.48%          1.53%         1.52%         1.42%         1.37%


- ----------
+     Per share amounts have been calculated using the monthly average shares
      method.
++    Per share amounts have been calculated using the daily average shares
      method.
*     Not annualized.
**    Annualized.

                See accompanying notes to financial statements.



                   NARRAGANSETT INSURED TAX-FREE INCOME FUND
                        FINANCIAL HIGHLIGHTS (CONTINUED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD



                                                                                     Class I
                                              ----------------------------------------------------------------------------------
                                              Six Months
                                                Ended                                  Year Ended June 30,
                                               12/31/08        -----------------------------------------------------------------
                                              (unaudited)        2008           2007          2006          2005          2004
                                               --------        --------       --------      --------      --------      --------
                                                                                                      
Net asset value, beginning of period           $  10.39        $  10.37       $  10.34      $  10.79      $  10.48      $  10.91
                                               --------        --------       --------      --------      --------      --------
Income from investment operations:
   Net investment income+                          0.18++          0.37++         0.38+         0.37+         0.39+         0.41+
   Net gain (loss) on securities (both
      realized and unrealized)                    (0.12)           0.03           0.03         (0.44)         0.32         (0.42)
                                               --------        --------       --------      --------      --------      --------
   Total from investment operations                0.06            0.40           0.41         (0.07)         0.71         (0.01)
                                               --------        --------       --------      --------      --------      --------
Less distributions (note 9):
   Dividends from net investment income           (0.18)          (0.38)         (0.38)        (0.38)        (0.40)        (0.42)
                                               --------        --------       --------      --------      --------      --------
Net asset value, end of period                 $  10.27        $  10.39       $  10.37      $  10.34      $  10.79      $  10.48
                                               ========        ========       ========      ========      ========      ========
Total return (not reflecting sales charge)         0.63%*          3.84%          3.96%        (0.67)%        6.89%        (0.12)%
Ratios/supplemental data
   Net assets, end of period (in thousands)    $    302        $    537       $    826      $    761      $  1,098      $    790
   Ratio of expenses to average net assets         0.79%**         0.81%          0.81%         0.79%         0.58%         0.53%
   Ratio of net investment income to
      average net assets                           3.46%**         3.47%          3.50%         3.48%         3.68%         3.82%
   Portfolio turnover rate                         3.89%*          2.87%          2.37%         7.25%         2.20%         8.61%

The expense and net investment income ratios without the effect of the waiver of a portion of the management fee and the expense
   reimbursement were (note 3):

   Ratio of expenses to average net assets         1.09%**         1.12%          1.15%         1.15%         0.96%         0.91%
   Ratio of net investment income to
      average net assets                           3.16%**         3.16%          3.15%         3.12%         3.30%         3.44%

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

   Ratio of expenses to average net assets         0.77%**         0.77%          0.80%         0.79%         0.57%         0.52%


                                                                                     Class Y
                                              ----------------------------------------------------------------------------------
                                              Six Months
                                                Ended                                  Year Ended June 30,
                                               12/31/08        -----------------------------------------------------------------
                                              (unaudited)        2008           2007          2006          2005          2004
                                               --------        --------       --------      --------      --------      --------
                                                                                                      
Net asset value, beginning of period           $  10.39        $  10.37          10.34      $  10.79      $  10.49      $  10.92
                                               --------        --------       --------      --------      --------      --------
Income from investment operations:
   Net investment income+                          0.20++          0.40++         0.40+         0.40+         0.41+         0.43+
   Net gain (loss) on securities (both
      realized and unrealized)                    (0.11)           0.03           0.04         (0.44)         0.31         (0.43)
                                               --------        --------       --------      --------      --------      --------
   Total from investment operations                0.09            0.43           0.44         (0.04)         0.72            --
                                               --------        --------       --------      --------      --------      --------
Less distributions (note 9):
   Dividends from net investment income           (0.20)          (0.41)         (0.41)        (0.41)        (0.42)        (0.43)
                                               --------        --------       --------      --------      --------      --------
Net asset value, end of period                 $  10.28        $  10.39       $  10.37      $  10.34      $  10.79      $  10.49
                                               ========        ========       ========      ========      ========      ========
Total return (not reflecting sales charge)         0.88%*          4.16%          4.25%        (0.40)%        6.98%         0.03%
Ratios/supplemental data
   Net assets, end of period (in thousands)    $ 48.841        $ 45,332       $ 34,409      $ 32,239      $ 27,998      $ 22,113
   Ratio of expenses to average net assets         0.49%**         0.51%          0.53%         0.52%         0.43%         0.38%
   Ratio of net investment income to
      average net assets                           3.78%**         3.75%          3.77%         3.76%         3.83%         3.97%
   Portfolio turnover rate                         3.89%*          2.87%          2.37%         7.25%         2.20%         8.61%

The expense and net investment income ratios without the effect of the waiver of a portion of the management fee and the expense
   reimbursement were (note 3):

   Ratio of expenses to average net assets         0.78%**         0.82%          0.87%         0.88%         0.81%         0.76%
   Ratio of net investment income to
      average net assets                           3.49%**         3.44%          3.43%         3.39%         3.45%         3.59%

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

   Ratio of expenses to average net assets         0.46%**         0.47%          0.52%         0.52%         0.42%         0.37%


- ----------
+     Per share amounts have been calculated using the monthly average shares
      method.
++    Per share amounts have been calculated using the daily average shares
      method.
*     Not annualized.
**    Annualized.

                See accompanying notes to financial statements.



- --------------------------------------------------------------------------------

ANALYSIS OF EXPENSES (UNAUDITED)

      As a  shareholder  of the Fund,  you may  incur  two  types of costs:  (1)
transaction  costs,  including  front-end  sales charges with respect to Class A
shares or contingent  deferred  sales  charges  ("CDSC") with respect to Class C
shares; and (2) ongoing costs,  including  management fees;  distribution and/or
service  (12b-1) fees; and other Fund  expenses.  The table below is intended to
help you understand your ongoing costs (in dollars) of investing in the Fund and
to compare  these  costs with the ongoing  costs of  investing  in other  mutual
funds.

      The table below is based on an  investment  of $1,000  invested on July 1,
2008 and held for the six months ended December 31, 2008.

ACTUAL EXPENSES

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

SIX MONTHS ENDED DECEMBER 31, 2008

                               ACTUAL
                            TOTAL RETURN    BEGINNING    ENDING      EXPENSES
                               WITHOUT       ACCOUNT     ACCOUNT    PAID DURING
                         SALES CHARGES(1)    VALUE       VALUE     THE PERIOD(2)
- --------------------------------------------------------------------------------
Class A                         0.81%       $1,000.00   $1,008.10      $3.09
- --------------------------------------------------------------------------------
Class C                         0.38%       $1,000.00   $1,003.80      $7.37
- --------------------------------------------------------------------------------
Class I                         0.63%       $1,000.00   $1,006.30      $3.89
- --------------------------------------------------------------------------------
Class Y                         0.88%       $1,000.00   $1,008.80      $2.33
- --------------------------------------------------------------------------------

(1)   ASSUMES  REINVESTMENT OF ALL DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS,  IF
      ANY,  AT NET  ASSET  VALUE  AND  DOES NOT  REFLECT  THE  DEDUCTION  OF THE
      APPLICABLE  SALES CHARGES WITH RESPECT TO CLASS A SHARES OR THE APPLICABLE
      CONTINGENT DEFERRED SALES CHARGES ("CDSC") WITH RESPECT TO CLASS C SHARES.
      TOTAL RETURN IS NOT  ANNUALIZED,  AS IT MAY NOT BE  REPRESENTATIVE  OF THE
      TOTAL RETURN FOR THE YEAR.

(2)   EXPENSES ARE EQUAL TO THE ANNUALIZED EXPENSE RATIO OF 0.61%,  1.46%, 0.77%
      AND  0.46%  FOR  THE  FUND'S  CLASS  A, C, I AND Y  SHARES,  RESPECTIVELY,
      MULTIPLIED  BY THE AVERAGE  ACCOUNT  VALUE OVER THE PERIOD,  MULTIPLIED BY
      184/365 (TO REFLECT THE ONE-HALF YEAR PERIOD).

- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------

ANALYSIS OF EXPENSES (UNAUDITED) (CONTINUED)

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

      The table below provides information about hypothetical account values and
hypothetical  expenses  based on the actual expense ratio and an assumed rate of
return of 5.00% 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
the information provided in this table to compare the ongoing costs of investing
in the Fund and other mutual funds.  To do so,  compare this 5.00%  hypothetical
example relating to the Fund with the 5.00% hypothetical examples that appear in
the shareholder reports of other mutual funds.

      Please  note  that the  expenses  shown in the  table  below  are meant to
highlight  your ongoing  costs only and do not reflect any  transactional  costs
with respect to Class A shares.  The example  does not reflect the  deduction of
contingent  deferred  sales  charges  ("CDSC")  with  respect to Class C shares.
Therefore,  the table is useful in comparing  ongoing  costs only,  and will not
help you determine the relative total costs of owning different mutual funds. In
addition,  if these transaction costs were included,  your costs would have been
higher.

SIX MONTHS ENDED DECEMBER 31, 2008

                         HYPOTHETICAL
                          ANNUALIZED     BEGINNING      ENDING       EXPENSES
                             TOTAL        ACCOUNT       ACCOUNT     PAID DURING
                            RETURN        VALUE         VALUE      THE PERIOD(1)
- --------------------------------------------------------------------------------
Class A                      5.00%       $1,000.00     $1,022.13       $3.11
- --------------------------------------------------------------------------------
Class C                      5.00%       $1,000.00     $1,017.85       $7.43
- --------------------------------------------------------------------------------
Class I                      5.00%       $1,000.00     $1,021.32       $3.92
- --------------------------------------------------------------------------------
Class Y                      5.00%       $1,000.00     $1,022.89       $2.35
- --------------------------------------------------------------------------------

(1)   EXPENSES ARE EQUAL TO THE ANNUALIZED EXPENSE RATIO OF 0.61%,  1.46%, 0.77%
      AND  0.46%  FOR THE  TRUST'S  CLASS  A, C, I AND Y  SHARES,  RESPECTIVELY,
      MULTIPLIED  BY THE AVERAGE  ACCOUNT  VALUE OVER THE PERIOD,  MULTIPLIED BY
      184/365 (TO REFLECT THE ONE-HALF YEAR PERIOD).

- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------

INFORMATION AVAILABLE (UNAUDITED)

      Much of the  information  that  the  funds  in the  Aquila  Group of Funds
produce is automatically sent to you and all other  shareholders.  Specifically,
you are  routinely  sent the entire list of  portfolio  securities  of your Fund
twice a year in the semi-annual and annual reports you receive. Additionally, we
prepare,  and have  available,  portfolio  listings at the end of each  quarter.
Whenever  you may be  interested  in seeing a listing of your  Fund's  portfolio
other   than  in  your   shareholder   reports,   please   check   our   website
http://www.aquilafunds.com or call us at 1-800-437-1020.

      The Fund additionally files a complete list of its portfolio holdings with
the SEC for the first and third  quarters of each fiscal year on Form N-Q. Forms
N-Q are available free of charge on the SEC website at  http://www.sec.gov.  You
may also review or, for a fee, copy the forms at the SEC's Public Reference Room
in Washington, DC or by calling 1-800-SEC-0330.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

PROXY VOTING RECORD (UNAUDITED)

      The Fund does not invest in equity securities.  Accordingly, there were no
matters relating to a portfolio security  considered at any shareholder  meeting
held during the 12 months ended June 30, 2008 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.

- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------

                    SHAREHOLDER MEETING RESULTS (UNAUDITED)

      The Annual Meeting of Shareholders of Narragansett Insured Tax-Free Income
Fund  (the  "Fund")  was  held  on  October  7,  2008.  The  holders  of  shares
representing  70% of the total net asset  value of the shares  entitled  to vote
were present in person or by proxy. At the meeting,  the following  matters were
voted upon and approved by the shareholders (the resulting votes for each matter
are presented below).

1.    To elect Trustees.

                             Dollar Amount of Votes:
                             -----------------------
        Trustee                         For                     Withheld
        -------                         ---                     --------
        David A. Duffy                  $115,462,968            $572,995
        Diana P. Herrmann               $115,452,825            $583,128
        Willliam J. Nightingale         $115,462,968            $572,995
        John J. Partridge               $115,462,968            $572,995
        James R. Ramsey                 $115,462,968            $572,995
        Laureen L. White                $115,462,968            $572,995

2.    To act on  the  selection  of  Tait,  Weller  &  Baker  LLP as the  Fund's
      independent registered public accounting firm.

                             Dollar Amount of Votes:
                             -----------------------
                             For             Against         Abstain
                             ---             -------         -------
                             $115,803,673    $152,010        $80,269

      A Special Meeting of Shareholders of Narragansett  Insured Tax-Free Income
Fund  (the  "Fund")  was  held  on  October  7,  2008.  The  holders  of  shares
representing  55% of the total net asset  value of the shares  entitled  to vote
were present in person or by proxy. At the meeting,  the following  matters were
voted upon and approved by the shareholders (the resulting votes for each matter
are presented below).

1.    To act on a new Advisory and Administration Agreement

                             Dollar Amount of Votes:
                             -----------------------
                             For             Against         Abstain
                             ---             -------         -------
                             $88,279,203     $585,048        $2,101,105

2.    To act on a new Sub-Advisory Agreement

                             Dollar Amount of Votes:
                             -----------------------
                             For             Against         Abstain
                             ---             -------         -------
                             $88,431,424     $585,048        $1,948,885

- --------------------------------------------------------------------------------



ADDITIONAL INFORMATION (UNAUDITED)

RENEWAL OF THE ADVISORY AND ADMINISTRATION AGREEMENT AND

APPROVAL OF A NEW SUB-ADVISORY AGREEMENT

      Renewal  until  December  31,  2009  of the  Advisory  and  Administration
Agreement (the "Advisory  Agreement") between the Fund and the Manager and entry
by the Manager until April 30, 2009 and, if it is approved by Fund shareholders,
until  December  31,  2009,  into  a  new   Sub-Advisory   Agreement  (the  "New
Sub-Advisory Agreement") between the Manager and Citizens Investment Advisors, a
department of RBS Citizens, N.A. (the "Sub-Adviser"), were approved by the Board
of Trustees and the independent Trustees in December,  2008. The need to approve
a new Sub-Advisory  Agreement as opposed to renewing the previous agreement with
the  Sub-Adviser  arose out of the  "assignment,"  as defined in the  Investment
Company Act of 1940, as amended (the "1940 Act"),  of the previous  sub-advisory
agreement  by  virtue  of a change  of  control  of an  indirect  parent  of the
Sub-Adviser.

      At a  meeting  called  and  held  for the  foregoing  purposes  at which a
majority of the  independent  Trustees  were  present in person,  the  following
materials were considered:

      o     Copies  of the  Advisory  Agreement  and the  previous  sub-advisory
            agreement;

      o     A term sheet describing the material terms of those agreements;

      o     The Annual Report of the Fund for the year ended June 30, 2008

      o     A report,  prepared by the Manager and  provided to the Trustees for
            the Trustees'  review,  containing data about the performance of the
            Fund, data about its fees, expenses and purchases and redemptions of
            capital shares  together with  comparisons of such data with similar
            data  about  other  comparable  funds,  as  well  as  data as to the
            profitability of the Manager and the Sub-Adviser; and

      o     Quarterly  materials  reviewed  at  prior  meetings  on  the  Fund's
            performance, operations, portfolio and compliance.

      The Trustees  acted on the  Advisory  Agreement  and the New  Sub-Advisory
Agreement separately,  but they considered each in conjunction with the other to
determine the agreements'  combined  effects on the Fund.  Although the Trustees
were called upon to approve a new Sub-Advisory Agreement, that agreement and the
sub-advisory  arrangement  it governed  were  substantially  identical  to those
previously in place; accordingly,  the Trustees' deliberations closely resembled
those formerly  conducted in considering  renewal of both the Advisory Agreement
and the former Sub-Advisory Agreement.  The Trustees reviewed materials relevant
to, and  considered,  the  factors  set forth  below,  and as to each  agreement
reached the conclusions described.

THE NATURE,  EXTENT, AND QUALITY OF THE SERVICES PROVIDED BY THE MANAGER AND THE
SUB-ADVISER.

      The Manager and Sub-Adviser  have provided local  management of the Fund's
portfolio. The Trustees noted that the Sub-Adviser employed Salvatore C. DiSanto
and  Jeffrey K. Hanna as  co-portfolio  managers  for the Fund and had  provided
facilities  for credit  analysis  of the Fund's  portfolio  securities.  Messrs.
DiSanto  and  Hanna,  based  in  Providence,  have  provided  local  information
regarding specific holdings in the Fund's portfolio. The portfolio managers have
also been  available to and have met with the brokerage  and  financial  planner
community  and with  investors  and



prospective  investors  to provide  them with  information  generally  about the
Fund's  portfolio,  with which to assess the Fund as an  investment  vehicle for
residents  of Rhode  Island  in light of  prevailing  interest  rates  and local
economic conditions.  In addition,  one or both of them have been present at all
regular meetings of the Board and Shareholders.

      The Board considered that the Manager and the Sub-Adviser had provided all
services  the Board  deemed  necessary or  appropriate,  including  the specific
services that the Board has determined are required for the Fund, given that its
purpose is to provide shareholders with as high a level of current income exempt
from Rhode Island state and regular  Federal income taxes as is consistent  with
preservation  of  capital.   It  noted  that  compared  to  other  Rhode  Island
state-specific  municipal  bond funds,  the  portfolio of the Fund was of higher
quality,  was the only fund in the state with 100% of its portfolio  instruments
insured or pre-refunded,  and contained no securities subject to the alternative
minimum tax.

      The Manager has additionally  provided all administrative  services to the
Fund. The Board considered the nature and extent of the Manager's supervision of
third-party service providers,  including the Fund's shareholder servicing agent
and  custodian.  The Board  considered  that the  Manager  had  established  and
maintained a strong culture of ethical conduct and regulatory compliance.

      The Board  concluded  that the  services  provided  were  appropriate  and
satisfactory  and  that  the  Fund  would  be well  served  if  they  continued.
Evaluation of this factor weighed in favor of renewal of the Advisory  Agreement
and approval of the New Sub-Advisory Agreement.

THE INVESTMENT PERFORMANCE OF THE FUND, THE MANAGER AND SUB-ADVISER.

      The Board reviewed each aspect of the Fund's  performance and compared its
performance with that of its local competitors,  with national averages and with
the benchmark  index.  It was noted that the  materials  provided by the Manager
indicated that compared to the two  competitive  Rhode Island funds,  the Fund's
average annual total return  outperformed that of both of its peers for the one,
five- and ten-year periods.  The Board considered these results to be consistent
with the purposes of the Fund.

      The Board  concluded that the performance of the Fund was good in light of
market  conditions,  the  length  of  its  average  maturities,  its  investment
objectives and its long-standing emphasis on minimizing risk. Evaluation of this
factor  indicated to the Trustees  that  renewal of the Advisory  Agreement  and
approval of the New Sub-Advisory Agreement would be appropriate.

THE COSTS OF THE  SERVICES  TO BE  PROVIDED  AND  PROFITS TO BE  REALIZED BY THE
MANAGER AND SUB-ADVISER AND THEIR AFFILIATES FROM THEIR  RELATIONSHIPS  WITH THE
FUND.

      The information provided in connection with renewal contained expense data
for the Fund and its local competitors as well as data for insured  single-state
funds and all single-state  tax-free municipal bond funds nationwide,  including
data for all such front-end load funds of a comparable asset size. The materials
also  showed the  profitability  to the  Manager  and the  Sub-Adviser  of their
services to the Fund. The Board noted that both the Manager and Sub-Adviser were
currently  waiving a portion  of their  respective  fees and had been  since the
Fund's inception.  Additionally, it was noted that the Manager had contractually
undertaken to waive fees and/or  reimburse Fund expenses  during the period July
1, 2008 through June 30, 2009 so that total Fund expenses  would



not exceed  0.83 of 1% for Class A Shares.  The Manager  had  indicated  that it
intended  to continue  waiving  fees as  necessary  in order that the Fund would
remain competitive.

      The Board  compared  the expense and fee data with  respect to the Fund to
similar data about other funds that it found to be relevant. The Board concluded
that the expenses of the Fund and the fees paid were generally  lower than those
being paid by single-state tax-free municipal bond funds nationwide,  and by the
Fund's local competitors.

      The  Board  further  concluded  that  the  profitability  to the  Manager,
Sub-Adviser  and  Distributor  did not argue against  approval of the fees to be
paid under the Advisory Agreement or the New Sub-Advisory Agreement.

THE EXTENT TO WHICH ECONOMIES OF SCALE WOULD BE REALIZED AS THE FUND GROWS.

      Data  provided to the Trustees  showed that the Fund's asset size had been
generally increasing in recent years. The Trustees also noted that the materials
indicated  that the Fund's fees were already  generally  lower than those of its
peers, including those with breakpoints.  Additionally,  the Trustees noted that
both the Manager and Sub-Adviser were currently waiving a substantial portion of
their respective fees.  Evaluation of these factors  indicated to the Board that
the Advisory  Agreement should be renewed,  and the New  Sub-Advisory  Agreement
should be approved, without addition of breakpoints at this time.

BENEFITS  DERIVED OR TO BE  DERIVED BY THE  MANAGER  AND  SUB-ADVISER  AND THEIR
AFFILIATES FROM THEIR RELATIONSHIPS WITH THE FUND.

      The Board observed that, as is generally true of most fund complexes,  the
Manager and Sub-Adviser and their affiliates,  by providing services to a number
of clients including the Fund, were able to spread costs as they would otherwise
be unable to do.  The Board  noted that while  that  produces  efficiencies  and
increased profitability for the Manager and Sub-Adviser and their affiliates, it
also makes their services  available to the Fund at favorable  levels of quality
and cost which are more  advantageous to the Fund than would otherwise have been
possible.

RENEWAL OF THE ADVISORY AGREEMENT

      Based on their  evaluation of all factors that they deemed to be material,
including  those factors  described  above (the  "Disclosed  Factors"),  with no
single  factor  being  dispositive  in  itself,  and  assisted  by the advice of
independent counsel, the Trustees, including the Independent Trustees, concluded
that the Advisory  Agreement  should be renewed for an  additional  term through
December 31, 2009.

APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT

      On December  1, 2008,  a change of control of the  Sub-Adviser's  indirect
parent caused an "assignment" of the existing sub-advisory agreement between the
Manager and the Sub-Adviser  (the "Old  Sub-Advisory  Agreement"),  resulting in
termination of the Old Sub-Advisory Agreement.  Accordingly,  as contemplated by
the applicable  regulation  under the 1940 Act, at the meeting referred to above
the Trustees approved the New Sub-Advisory  Agreement,  pending approval of that
agreement by the shareholders of the Fund. Under the applicable regulation,  the
agreement would remain effective for 150 days or until the earlier of either its
termination  or its  approval  by the



Fund's shareholders.  In the event of shareholder  approval,  under the terms of
the agreement it would then remain in effect until December 31, 2009.

      In  connection  with  approval  of  the  New  Sub-Advisory  Agreement  and
recommendation  that the shareholders of the Fund approve it, the Trustees noted
that the agreement is substantially  the same as the Old Sub-Advisory  Agreement
except for its  duration  and  certain  additional  provisions,  mandated by the
pertinent  regulation  under  the 1940 Act and  applicable  only to the  initial
period  of  150  days  prior  to the  earlier  of the  agreement's  approval  by
shareholders or its  termination.  Those  provisions call for the holding of the
fees due to the Sub-Adviser in an escrow account, to be disbursed as required by
the  regulation  depending  upon whether the agreement is approved by the Fund's
shareholders  within the 150-day period, and they also permit termination of the
agreement  by the  Trustees or the Fund's  shareholders,  at any time during the
150-day  period  prior  to  shareholder  approval,  on 10  days'  notice  to the
Sub-Adviser.

      The Trustees also  considered a wide range of information  relevant to the
ongoing  and  future  continuity  of  management  of the Fund  (the  "Additional
Information"), including

      *     Representations by representatives of the Sub-Adviser that

            o     The change of control of its parent  company was not  expected
                  to result in a change in the  personnel or  operations  of the
                  Sub-Adviser; and

            o     The  investment  approach  or  style of the  Sub-Adviser  with
                  respect to the Fund,  or the  services  provided  by it to the
                  Fund, would not change; and

      *     The facts that

            o     The change of control of the Sub-Adviser's parent company will
                  not result in

                  *     Any change to the advisory  fees paid by the Fund or the
                        Fund's total expense ratio; or

                  *     A change in the costs of the  services to be provided by
                        the Sub-Adviser; and

            o     The Fund  has  operated  in  compliance  with  its  investment
                  objective and  restrictions and can be expected to continue to
                  do so.

      Based on their  evaluation of all factors that they deemed to be material,
including the Disclosed  Factors,  with no single  factor being  dispositive  in
itself,  and  the  Additional  Information,   and  assisted  by  the  advice  of
independent counsel, the Trustees, including the Independent Trustees, concluded
that the New Sub-Advisory  Agreement should be approved and recommended that the
shareholders of the Fund vote to approve the New  Sub-Advisory  Agreement for an
initial one-year term.

APPROVAL OF AN ADDITIONAL NEW SUB-ADVISORY AGREEMENT

      Earlier in 2008, the  shareholders of the Fund had approved a new advisory
and  administration  agreement  and  a new  sub-advisory  agreement  (the  "2008
Sub-Advisory  Agreement"),  each to take effect upon termination of the existing
agreements as a result of a planned  reorganization of the Manager.  Because the
planned  reorganization had not yet been effected at the time of the December 1,
2008  change  of  control  of the  Sub-Adviser,  the  Board  decided  to ask the
shareholders to ratify their earlier approval of the 2008 Sub-Advisory Agreement
in light of the subsequent change of control of the Sub-Adviser.  To provide for
the  possibility  of  the  Manager's   reorganization



occurring  before such  shareholder  ratification and causing the termination of
the New  Sub-Advisory  Agreement  adopted  at the  December  Board  meeting  and
discussed  above, the Board approved an additional  sub-advisory  agreement (the
"Additional  Sub-Advisory  Agreement"),  to take effect in  accordance  with the
applicable 1940 Act regulation only if the reorganization of the Manager,  which
would cause  termination  of the New  Sub-Advisory  Agreement,  occurred  before
shareholder ratification of the 2008 Sub-Advisory Agreemen

      The Additional  Sub-Advisory  Agreement is substantially  identical to the
Old Sub-Advisory Agreement,  except with respect to its duration. Based on their
evaluation  of all  factors  that they  deemed  to be  material,  including  the
Disclosed  Factors,  with no single factor being dispositive in itself,  and the
Additional  Information,  and assisted by the advice of independent counsel, the
Trustees,  including the Independent Trustees, concluded that the Additional New
Sub-Advisory Agreement should be approved, to take effect only in the event that
the reorganization of the Manager should occur prior to shareholder ratification
of the 2008 Sub-Advisory Agreement and cause termination of the New Sub-Advisory
Agreement.



FOUNDERS
  Lacy B. Herrmann, Chairman Emeritus
  Aquila Management Corporation

MANAGER
  AQUILA INVESTMENT MANAGEMENT LLC
  380 Madison Avenue, Suite 2300
  New York, New York 10017

INVESTMENT SUB-ADVISER
  CITIZENS INVESTMENT ADVISORS,
  A DEPARTMENT OF RBS CITIZENS, N. A.
  One Citizens Plaza
  Providence, Rhode Island 02903

BOARD OF TRUSTEES
  William J. Nightingale, Chair
  David A. Duffy
  Diana P. Herrmann
  John J. Partridge
  James R. Ramsey
  Laureen L. White

OFFICERS
  Diana P. Herrmann, President
  Stephen J. Caridi, Senior Vice President
  Robert W. Anderson, Chief Compliance Officer
  Joseph P. DiMaggio, Chief Financial Officer
    and Treasurer
  Edward M.W. Hines, Secretary

DISTRIBUTOR
  AQUILA DISTRIBUTORS, INC.
  380 Madison Avenue, Suite 2300
  New York, New York 10017

TRANSFER AND SHAREHOLDER SERVICING AGENT
  PNC Global Investment Servicing
  101 Sabin Street
  Pawtucket, RI 02860

CUSTODIAN
  JPMORGAN CHASE BANK, N.A.
  1111 Polaris Parkway
  Columbus, Ohio  43240

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  TAIT, WELLER & BAKER LLP
  1818 Market Street, Suite 2400
  Philadelphia, PA 19103

Further information is contained in the Prospectus,
which must precede or accompany this report.


ITEM 2.  CODE OF ETHICS.

	Not applicable.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

	Not applicable.

ITEM 4.	PRINCIPAL ACCOUNTING FEES AND SERVICES.

	Not applicable.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.

	Not applicable.

ITEM 6.  SCHEDULE OF INVESTMENTS.

	Included in Item 1 above

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 Board of Directors of the Registrant has adopted a Nominating
Committee Charter which provides that the Nominating Committee (the 'Committee')
may consider and evaluate nominee candidates properly submitted by shareholders
if a vacancy among the Independent Trustees of the Registrant occurs and if,
based on the Board's then current size, composition and structure, the Committee
determines that the vacancy should be filled.  The Committee will consider
candidates submitted by shareholders on the same basis as it considers and
evaluates candidates recommended by other sources.  A copy of the qualifications
and procedures that must be met or followed by shareholders to properly submit
a nominee candidate to the Committee may be obtained by submitting a request
in writing to the Secretary of the Registrant.


ITEM 11.  CONTROLS AND PROCEDURES.

(a)  Based on their evaluation of the registrant's disclosure controls and
procedures (as defined in Rule 30a-2(c) under the Investment Company Act of
1940) as of a date within 90 days of the filing of this report, the registrant's
chief financial and executive officers have concluded that the disclosure
controls and procedures of the registrant are appropriately designed to ensure
that information required to be disclosed in the registrant's reports that are
filed under the Securities Exchange Act of 1934 are accumulated and communicated
to registrant's management, including its principal executive officer(s) and
principal financial officer(s), to allow timely decisions regarding required
disclosure and is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms adopted by the Securities and Exchange
Commission.

(b)  There have been no significant changes in registrant's internal controls or
in other factors that could significantly affect registrant's internal controls
subsequent to the date of the most recent evaluation, including no significant
deficiencies or material weaknesses that required corrective action.

ITEM 12.  EXHIBITS.


(a)(2) Certifications of principal executive officer and principal financial
officer as required by Rule 30a-2(a) under the Investment Company Act of
1940.

(b) Certifications of principal executive officer and principal financial
officer as required by Rule 30a-2(b) under the Investment Company Act
of 1940.



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.

NARRAGANSETT INSURED TAX-FREE INCOME FUND


By:  /s/  Diana P. Herrmann
- -----------------------------------
President and Trustee
March 4, 2009


By:  /s/  Joseph P. DiMaggio
- -------------------------------------
Chief Financial Officer and Treasurer
March 4, 2009


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.


By:  /s/  Diana P. Herrmann
- -----------------------------------
Diana P. Herrmann
President and Trustee
March 4, 2009



By:  /s/  Joseph P. DiMaggio
- -------------------------------------
Joseph P. DiMaggio
Chief Financial Officer and Treasurer
March 4, 2009



NARRAGANSETT INSURED TAX-FREE INCOME FUND

EXHIBIT INDEX

(a)(1) Aquila Group of Funds Code of Ethics for Principal Executive and
Senior Financial Officers under Section 406 of the Sarbanes-Oxley Act
of 2002.

 (a) (2) Certifications of principal executive officer
and principal financial officer as required by Rule 30a-2(a)
under the Investment Company Act of 1940.

(b) Certification of chief executive officer and chief financial
officer as required by Rule 30a-2(b) of the Investment Company Act
of 1940.