NEW PROVIDENCE INVESTMENT TRUST
N-30D, 1999-07-27
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________________________________________________________________________________


                             NEW PROVIDENCE CAPITAL
                                   GROWTH FUND

________________________________________________________________________________

                 a series of the New Providence Investment Trust






                               ANNUAL REPORT 1999


                           FOR THE YEAR ENDED MAY 31,






                               INVESTMENT ADVISOR
                    New Providence Capital Management, L.L.C.
                        2859 Paces Ferry Road, Suite 2125
                             Atlanta, Georgia 30339


                       NEW PROVIDENCE CAPITAL GROWTH FUND
                           105 North Washington Street
                              Post Office Drawer 69
                     Rocky Mount, North Carolina 27802-0069
                                 1-800-525-3863




                 This Report has been prepared for shareholders
                and may be distributed to others only if preceded
                     or accompanied by a current prospectus.
<PAGE>


[New Providence Capital Management, L.L.C. letterhead]


Dear Investors,

The New Providence Capital Growth Fund uses a disciplined  approach to investing
that attempts to identify medium sized growth companies that are developing into
tomorrow's blue chip  enterprises.  Our goal is to build a focused  portfolio of
companies that will provide consistent  earnings growth above the market average
with stock valuations below the market average.  Through June, our portfolio had
met these  objectives:  the  average  expected 5 year  earnings  growth  rate of
companies held by the fund was  approximately  20.4% (above the market average);
the average  price/earnings  ratio of these companies was 25 times 1999 earnings
(below the market average).


                               FISCAL YEAR RESULTS
                               -------------------

The stock market in 1998 was dominated by only a few of the largest companies in
the U.S., until the 4th quarter.  Because the fund  concentrates its investments
in reasonably priced mid-cap growth stocks,  this negatively impacted our fiscal
year results  (see  attached  graph).  The fund's  performance,  through the 3rd
quarter of 1998, was also negatively  impacted by its focus in consumer cyclical
stocks,  as fears  gathered  that the  Asian  crisis  might  drag the U.S.  into
recession.


                              NEAR TERM PERFORMANCE
                              ---------------------

Beginning in October of 1998, the market began to broaden, with small and medium
sized companies  finally  participating  in the market rally.  The same consumer
cyclical  stocks that led the market down during the 3rd quarter of 1998 led the
market  upward  during the 4th  quarter.  Although  our fiscal year  performance
lagged the S&P 400 Mid-Cap  Index,  we have  exceeded the  benchmark  since this
broadening  began.  From the 4th quarter of 1998 until the date of this  writing
(7/2/99),  the Fund returned  44.3%,  versus 36.7% for the S&P 400 Mid-Cap Index
(and 36.8% for the S&P 500 Index).  This  performance has been achieved  through
not deviating from our long-term discipline of investing in only those companies
meeting our strict  quantitative and fundamental  requirements.  Namely,  we are
looking for companies with strong business  philosophies  that have consistently
delivered earnings growth above expectations while selling at discounts to their
competitors and the overall market.
<PAGE>

Looking  forward to the rest of 1999, we hope that the  participation  of medium
sized  companies  continues.  Because  these  stocks,  as a general  rule,  have
under-performed the broad market since November of 1997, New Providence believes
that they currently offer the superior relative investment value.

Thank you for the opportunity to serve you.


John Donaldson
Kyle Tomlin
Shannon Coogle


New Providence Capital Management, L.L.C.
Atlanta, Georgia



<PAGE>

                       NEW PROVIDENCE CAPITAL GROWTH FUND

                    Performance Update - $10,000 Investment
    For the period from September 29, 1997 (Date of Initial Public Offering)
                                 to May 31, 1999


     --------------------------------------------------------------------
                    New Providence
      Period        Capital Growth       Lipper Growth       S&P 400
      Ended         Fund                 Fund Index          Midcap Index
     --------------------------------------------------------------------

      9/29/97         $10,000              $10,000             $10,000
     11/30/97           9,683                9,900               9,701
      2/28/98          10,440               10,910              10,703
      5/31/98          10,176               11,215              10,877
      8/31/98           7,775                9,717               8,564
     11/30/98           9,265               11,742              10,707
      2/28/99          10,137               12,815              10,929
      5/31/99          10,296               13,443              12,173


This graph depicts the  performance  of the New  Providence  Capital Growth Fund
versus  the  Lipper  Growth  Fund  Index  and the S&P 400  Midcap  Index.  It is
important  to  note  that  the  New   Providence   Capital   Growth  Fund  is  a
professionally  managed  mutual  fund while the indexes  are not  available  for
investment and are unmanaged.  The comparison is shown for illustrative purposes
only.


Average Annual Total Returns

- ----------------------------
  One Year      Since IPO
- ----------------------------
   1.18%          1.76%
- ----------------------------


The graph  assumes an initial  $10,000  investment  at September  29, 1997.  All
dividends and distributions are reinvested.

At May 31,  1999,  the New  Providence  Capital  Growth Fund would have grown to
$10,296 - total investment return of 2.96% since September 29, 1997.

At May 31, 1999, a similar investment in the Lipper Growth Fund Index would have
grown to $13,443 - total  investment  return of  34.43%;  and the S&P 400 Midcap
Index  would have grown to $12,173 - total  investment  return of 21.73%,  since
September 29, 1997.  The S&P 400 Midcap Index  replaces the S&P 500 Total Return
Index used in the prior year's  annual  report graph for  illustrative  purposes
because the  Investment  Advisor  feels that the S&P 400 Midcap  Index is a more
accurate  comparison to the New  Providence  Capital  Growth  Fund's  investment
strategy than the S&P 500 Total Return Index.  For the fiscal year ended May 31,
1999,  the  investment  in the New  Providence  Capital  Growth  Fund would have
increased  in value by $120;  the  investment  in the S&P 400 Midcap Index would
have  increased in value by $1,296;  while the  investment  in the S&P 500 Total
Return Index would have increased in value by $2,431.

Past  performance  is not a guarantee of future  results.  A mutual fund's share
price and investment return will vary with market conditions,  and the principal
value of shares,  when  redeemed,  may be worth  more or less than the  original
cost. Average annual returns are historical in nature and measure net investment
income  and  capital   gain  or  loss  from   portfolio   investments   assuming
reinvestments of dividends.

<PAGE>
<TABLE>
<S>   <C>                                                                                         <C>                  <C>

                                                 NEW PROVIDENCE CAPITAL GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1999

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - 99.80%

       Aerospace & Defense - 2.76%
         (a)Gulfstream Aerospace Corporation .......................................                  10,300             $   636,025
                                                                                                                         -----------

       Apparel Manufacturing - 2.77%
         (a)Tommy Hilfiger Corporation .............................................                   8,500                 638,031
                                                                                                                         -----------

       Beverages - 2.23%
            Adolph Coors Company ...................................................                  10,800                 513,000
                                                                                                                         -----------

       Building Materials - 2.32%
         (a)Jacobs Engineering Group Inc. ..........................................                  14,400                 535,500
                                                                                                                         -----------

       Commercial Services - 2.30%
         (a)Sterling Commerce, Inc. ................................................                  13,600                 528,700
                                                                                                                         -----------

       Computers - 4.96%
            National Computer Systems, Inc. ........................................                  15,500                 484,375
         (a)Sun Microsystems, Inc. .................................................                  11,000                 657,250
                                                                                                                         -----------
                                                                                                                           1,141,625
                                                                                                                         -----------
       Computer Software & Services - 6.27%
         (a)BMC Software, Inc. .....................................................                  14,500                 716,844
         (a)Network Associates, Inc. ...............................................                  10,200                 149,812
         (a)Oracle Corporation .....................................................                  23,250                 576,891
                                                                                                                         -----------
                                                                                                                           1,443,547
                                                                                                                         -----------
       Educational Services - 2.70%
         (a)ITT Educational Services, Inc. .........................................                  26,100                 621,506
                                                                                                                         -----------

       Electronics - 6.03%
         (a)Lexmark International Group, Inc. ......................................                  10,200               1,388,475
                                                                                                                         -----------

       Entertainment - 4.31%
            Carnival Corporation ...................................................                  24,200                 992,200
                                                                                                                         -----------

       Financial Services - 7.14%
            Capital One Financial Corporation ......................................                   7,200               1,084,950
            Freddie Mac ............................................................                   9,600                 559,800
                                                                                                                         -----------
                                                                                                                           1,644,750
                                                                                                                         -----------
       Hand & Machine Tools - 5.20%
            Danaher Corporation ....................................................                  19,800               1,196,663
                                                                                                                         -----------


                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>   <C>                                                                                           <C>                 <C>

                                                 NEW PROVIDENCE CAPITAL GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1999

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - (Continued)

       Medical Supplies - 4.36%
            Bergen Brunswig Corporation ............................................                  20,700             $   455,400
         (a)Genzyme Corporation ....................................................                  13,500                 547,594
                                                                                                                         -----------
                                                                                                                           1,002,994
                                                                                                                         -----------
       Medical - Biotechnology - 6.90%
         (a)Amgen Inc. .............................................................                   8,500                 537,625
         (a)Roberts Pharmaceutical Corporation .....................................                  55,300               1,050,700
                                                                                                                         -----------
                                                                                                                           1,588,325
                                                                                                                         -----------
       Medical - Hospital Management & Services - 2.58%
         (a)Wellpoint Health Networks Inc. .........................................                   7,200                 593,550
                                                                                                                         -----------

       Restaurants & Food Service - 5.57%
         (a)Outback Steakhouse, Inc. ...............................................                  35,750               1,282,531
                                                                                                                         -----------

       Retail - Apparel - 6.01%
         (a)Just For Feet, Inc. ....................................................                  32,000                 244,000
            Intimate Brands, Inc. ..................................................                  11,800                 611,387
            The TJX Companies, Inc. ................................................                  17,600                 528,000
                                                                                                                         -----------
                                                                                                                           1,383,387
                                                                                                                         -----------
       Retail - Department Stores - 2.22%
            Dayton Hudson Corporation ..............................................                   8,100                 510,300
                                                                                                                         -----------

       Retail - Grocery - 2.02%
         (a)Safeway Inc. ...........................................................                  10,000                 465,000
                                                                                                                         -----------

       Retail - Specialty Line - 6.49%
         (a)Office Depot, Inc. .....................................................                  44,250                 923,719
            Tiffany & Co. ..........................................................                   6,900                 571,838
                                                                                                                         -----------
                                                                                                                           1,495,557
                                                                                                                         -----------
       Scientific & Technical Instrument - 5.44%
         (a)Waters Corporation .....................................................                  12,700               1,252,537
                                                                                                                         -----------

       Telecommunications - 2.07%
            CenturyTel, Inc. .......................................................                  12,450                 476,991
                                                                                                                         -----------

       Telecommunications Equipment - 3.08%
         (a)ADC Telecommunications, Inc. ...........................................                  14,500                 708,687
                                                                                                                         -----------

       Textiles - 1.81%
         (a)Shaw Industries, Inc. ..................................................                  24,700                 416,813
                                                                                                                         -----------


                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>   <C>                                                                                           <C>                 <C>

                                                 NEW PROVIDENCE CAPITAL GROWTH FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1999

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - (Continued)

       Transportation - Miscellaneous - 2.26%
         (a)Swift Transportation Co., Inc. .........................................                  28,500             $   521,017
                                                                                                                         -----------

       Total Common Stocks (Cost $21,146,262) ......................................                                      22,977,711
                                                                                                                         -----------


INVESTMENT COMPANY - 0.19%

       Evergreen Money Market Treasury Institutional Money
            Market Fund Institutional Service Shares
            (Cost $44,229) .........................................................                  44,229                  44,229
                                                                                                                         -----------


Total Value of Investments (Cost $21,190,491 (b)) ..................................                          99.99%     $23,021,940
Other Assets Less Liabilities ......................................................                           0.01%           1,765
                                                                                                             ------      -----------
       Net Assets ..................................................................                         100.00%     $23,023,705
                                                                                                             ======      ===========




       (a)  Non-income producing investment.

       (b)  Aggregate  cost  for  financial  reporting  and  federal  income  tax  purposes  is the  same.  Unrealized  appreciation
            (depreciation) of investments for financial reporting and federal income tax purposes is as follows:


            Unrealized appreciation ...................................................................                 $ 3,306,031
            Unrealized depreciation ...................................................................                  (1,474,582)
                                                                                                                        -----------

                            Net unrealized appreciation ...............................................                 $ 1,831,449
                                                                                                                        ===========











See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>   <C>                                                                                                               <C>

                                                 NEW PROVIDENCE CAPITAL GROWTH FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 1999


ASSETS
       Investments, at value (cost $21,190,491) .........................................................                $23,021,940
       Cash .............................................................................................                        389
       Income receivable ................................................................................                      7,315
       Deferred organization expenses, net (note 4) .....................................................                     22,305
                                                                                                                         -----------

            Total assets ................................................................................                 23,051,949
                                                                                                                         -----------

LIABILITIES
       Accrued expenses .................................................................................                     28,244
                                                                                                                         -----------


NET ASSETS
       (applicable to 1,972,232 shares outstanding; unlimited
        shares of $0.01 par value beneficial interest authorized) .......................................                $23,023,705
                                                                                                                         ===========

NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER SHARE
       ($23,023,705 / 1,972,232 shares) .................................................................                     $11.67
                                                                                                                         ===========


NET ASSETS CONSIST OF
       Paid-in capital ..................................................................................                $21,047,643
       Undistributed net realized gain on investments ...................................................                    144,613
       Net unrealized appreciation on investments .......................................................                  1,831,449
                                                                                                                         -----------
                                                                                                                         $23,023,705
                                                                                                                         ===========













See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>                                                                                                             <C>

                                                 NEW PROVIDENCE CAPITAL GROWTH FUND

                                                       STATEMENT OF OPERATIONS

                                                       Year ended May 31, 1999



INVESTMENT LOSS

       Income
            Dividends .....................................................................................               $  62,025
                                                                                                                          ---------


       Expenses
            Investment advisory fees (note 2) .............................................................                 163,383
            Fund administration fees (note 2) .............................................................                  27,230
            Distribution fees (note 3) ....................................................................                  54,461
            Custody fees ..................................................................................                   3,410
            Registration and filing administration fees (note 2) ..........................................                   4,328
            Fund accounting fees (note 2) .................................................................                  27,000
            Audit fees ....................................................................................                  10,000
            Legal fees ....................................................................................                   9,749
            Securities pricing fees .......................................................................                   2,424
            Shareholder recordkeeping fees ................................................................                   8,894
            Shareholder servicing expenses ................................................................                   2,925
            Registration and filing expenses ..............................................................                  13,055
            Printing expenses .............................................................................                   4,000
            Amortization of deferred organization expenses (note 4) .......................................                   5,417
            Trustee fees and meeting expenses .............................................................                   3,500
            Other operating expenses ......................................................................                   3,458
                                                                                                                          ---------

                  Total expenses ..........................................................................                 343,234
                                                                                                                          ---------


                       Net investment loss ................................................................                (281,209)
                                                                                                                          ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized gain from investment transactions .....................................................                 144,609
       Increase in unrealized appreciation on investments .................................................                 395,630
                                                                                                                          ---------

            Net realized and unrealized gain on investments ...............................................                 540,239
                                                                                                                          ---------

                  Net increase in net assets resulting from operations ....................................               $ 259,030
                                                                                                                          =========












See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>                                                 <C>              <C>                    <C>               <C>

                                                 NEW PROVIDENCE CAPITAL GROWTH FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    Year ended          Period ended
                                                                                                      May 31,              May 31,
                                                                                                       1999               1998 (a)
- ------------------------------------------------------------------------------------------------------------------------------------

(DECREASE) INCREASE IN NET ASSETS

      Operations
              Net investment loss ...........................................................      $   (281,209)       $   (156,113)
              Net realized gain from investment transactions ................................           144,609             209,061
              Increase in unrealized appreciation on investments ............................           395,630           1,435,819
                                                                                                   ------------        ------------

                     Net increase in net assets resulting from operations ...................           259,030           1,488,767
                                                                                                   ------------        ------------

      Distributions to shareholders from
              Net realized gain from investment transactions ................................           (52,944)                  0
                                                                                                   ------------        ------------

      Capital share transactions
              (Decrease) increase in net assets resulting from capital share transactions (b)          (346,158)         21,675,010
                                                                                                   ------------        ------------

                         Total (decrease) increase in net assets ............................          (140,072)         23,163,777

NET ASSETS

      Beginning of period ...................................................................        23,163,777                   0
                                                                                                   ------------        ------------

      End of period .........................................................................      $ 23,023,705        $ 23,163,777
                                                                                                   ============        ============



(b) A summary of capital share activity follows:
                                                           -------------------------------------------------------------------------
                                                                      Year ended                             Period ended
                                                                     May 31, 1999                          May 31, 1998 (a)

                                                              Shares              Value               Shares              Value
                                                           -------------------------------------------------------------------------

Shares sold ...........................................           9,828        $    108,932           2,002,953        $ 21,687,588
Shares issued for reinvestment
      of distributions ................................           4,492              52,468                   0                   0
                                                           ------------        ------------        ------------        ------------

                                                                 14,320             161,400           2,002,953        $ 21,687,588

Shares redeemed .......................................         (43,923)           (507,558)             (1,118)            (12,578)
                                                           ------------        ------------        ------------        ------------

      Net (decrease) increase .........................         (29,603)       $   (346,158)          2,001,835        $ 21,675,010
                                                           ============        ============        ============        ============


(a) For the period from July 11, 1998 (commencement of operations) to May 31, 1998.






See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                 NEW PROVIDENCE CAPITAL GROWTH FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Year ended        Period ended
                                                                                                   May 31,            May 31,
                                                                                                    1999             1998 (a)
- ------------------------------------------------------------------------------------------------------------------------------------

Net asset value, beginning of period ..................................                              $11.57             $11.37 (b)

       Income (loss) from investment operations
            Net investment loss .......................................                               (0.14)             (0.08)
            Net realized and unrealized gain on investments ...........                                0.27               0.28
                                                                                                -----------        -----------

                  Total from investment operations ....................                                0.13               0.20
                                                                                                -----------        -----------

       Distributions to shareholders from
            Net realized gain from investment transactions ............                               (0.03)              0.00
                                                                                                -----------        -----------


Net asset value, end of period ........................................                              $11.67             $11.57
                                                                                                ===========        ===========


Total return ..........................................................                                1.18 %             1.76 %
                                                                                                ===========        ===========


Ratios/supplemental data

       Net assets, end of period ......................................                         $23,023,705        $23,163,777
                                                                                                ===========        ===========

       Ratio of expenses to average net assets
            Before expense reimbursements and waived fees ......................                       1.58 %             1.79 % (c)
            After expense reimbursements and waived fees .......................                       1.58 %             1.62 % (c)

       Ratio of net investment loss to average net assets
            Before expense reimbursements and waived fees ......................                      (1.29)%            (1.41)% (c)
            After expense reimbursements and waived fees .......................                      (1.29)%            (1.24)% (c)


       Portfolio turnover rate .................................................                     148.37 %            57.27 %


(a)    For the period from September 29, 1997 (date of initial public offering) to May 31, 1998.

(b)    Includes  undistributed  net investment loss of $0.02 per share and  undistributed net realized and unrealized gains of $1.39
       per share, both of which were earned from July 11, 1997 (commencement of operations) through September 29, 1997.

(c)    Annualized.





See accompanying notes to financial statements
</TABLE>
<PAGE>

                       NEW PROVIDENCE CAPITAL GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The New  Providence  Capital  Growth Fund (the "Fund") is a diversified
         series  of  shares  of  beneficial   interest  of  The  New  Providence
         Investment  Trust (the "Trust").  The Trust,  an open-ended  investment
         company,  was  organized  on July 9, 1997 as a  Massachusetts  Business
         Trust and is registered  under the  Investment  Company Act of 1940, as
         amended.   The   investment   objective  of  the  Fund  is  to  provide
         shareholders with long-term capital growth, consisting of both realized
         and  unrealized   capital   gains.   Current  income  is  of  secondary
         importance.  The Fund will seek to achieve this  objective by investing
         primarily in a portfolio of equity  securities  traded on domestic U.S.
         exchanges or on over-the-counter  markets. The Fund began operations on
         July 11, 1997.  As of May 31,  1999,  one  shareholder  of record owned
         93.96%  of the  outstanding  shares  of the Fund.  The  following  is a
         summary of significant accounting policies followed by the Fund.

         A.    Security  Valuation - The Fund's  investments  in securities  are
               carried at value. Securities listed on an exchange or quoted on a
               national  market  system are valued at the last sales price as of
               4:00 p.m. New York time on the day of valuation. Other securities
               traded in the  over-the-counter  market and listed securities for
               which no sale was  reported  on that date are  valued at the most
               recent bid price.  Securities for which market quotations are not
               readily  available,  if any,  are valued by using an  independent
               pricing service or by following  procedures approved by the Board
               of  Trustees.  Short-term  investments  are  valued at cost which
               approximates value.

         B.    Federal Income Taxes - The Fund is considered a personal  holding
               company as defined under Section 542 of the Internal Revenue Code
               since 50% of the value of the Fund's  shares were owned  directly
               or  indirectly  by five or fewer  individuals  at  certain  times
               during the last half of the year. As a personal  holding company,
               the Fund is  subject  to federal  income  taxes on  undistributed
               personal holding company income at the maximum  individual income
               tax rate.  No  provision  has been made for federal  income taxes
               since  substantially  all taxable income has been  distributed to
               shareholders.  It is the  policy of the Fund to  comply  with the
               provisions of the Internal  Revenue Code  applicable to regulated
               investment  companies  and to make  sufficient  distributions  of
               taxable income to relieve it from all federal income taxes.

               Net investment  income (loss) and net realized gains (losses) may
               differ for financial  statement and income tax purposes primarily
               because of losses  incurred  subsequent  to October 31, which are
               deferred for income tax purposes.  The character of distributions
               made during the year from net  investment  income or net realized
               gains may differ from their ultimate characterization for federal
               income  tax  purposes.  Also,  due  to  the  timing  of  dividend
               distributions,  the fiscal year in which amounts are  distributed
               may differ from the year that the income or  realized  gains were
               recorded by the Fund.

         C.    Investment Transactions - Investment transactions are recorded on
               the trade date.  Realized gains and losses are  determined  using
               the  specific  identification  cost  method.  Interest  income is
               recorded daily on an accrual basis.  Dividend  income is recorded
               on the ex-dividend date.

         D.    Distributions  to  Shareholders - The Fund may declare  dividends
               quarterly,  payable in March, June, September and December,  on a
               date selected by the Trust's Trustees. In addition, distributions
               may be  made  annually  in  December  out of net  realized  gains
               through  October 31 of that year.  Distributions  to shareholders
               are  recorded  on the  ex-dividend  date.  The  Fund  may  make a
               supplemental  distribution  subsequent  to the end of its  fiscal
               year ending May 31.

                                                                     (Continued)
<PAGE>

                       NEW PROVIDENCE CAPITAL GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



         E.    Use of Estimates - The  preparation  of financial  statements  in
               conformity with generally accepted accounting principles requires
               management  to make  estimates  and  assumptions  that affect the
               amounts of assets, liabilities, expenses and revenues reported in
               the financial statements.  Actual results could differ from those
               estimates.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

         Pursuant to an investment  advisory  agreement,  New Providence Capital
         Management,  Inc. (the  "Advisor")  provides the Fund with a continuous
         program of supervision  of the Fund's assets,  including the portfolio,
         and furnishes advice and  recommendations  with respect to investments,
         investment  policies  and  the  purchase  and  sale of  securities.  As
         compensation for its services, the Advisor receives a fee at the annual
         rate of 0.75% of the Fund's average daily net assets.

         The Fund's administrator, The Nottingham Company (the "Administrator"),
         provides  administrative  services to and is generally  responsible for
         the overall  management and day-to-day  operations of the Fund pursuant
         to an  accounting  and  administrative  agreement  with the  Trust.  As
         compensation for its services,  the Administrator receives a fee at the
         annual rate of 0.125% of the Fund's first $50 million of average  daily
         net assets,  0.10% of the next $50 million of average daily net assets,
         and  0.075%  of  average  daily  net  assets  over  $100  million.  The
         Administrator  also receives a monthly fee of $2,250 for accounting and
         recordkeeping  services.  The contract with the Administrator  provides
         that  the  aggregate  fees  for  the   aforementioned   administration,
         accounting  and  recordkeeping  services shall not be less than $50,000
         per year. The Administrator  also charges the Fund for certain expenses
         involved with the daily valuation of portfolio securities.

         North Carolina Shareholder Services,  LLC (the "Transfer Agent") serves
         as the Fund's  transfer,  dividend  paying,  and shareholder  servicing
         agent.  The Transfer Agent maintains the records of each  shareholder's
         account,  answers shareholder inquiries concerning accounts,  processes
         purchases  and  redemptions  of the Fund  shares,  acts as dividend and
         distribution disbursing agent, and performs other shareholder servicing
         functions.

         Certain  Trustees  and  officers of the Trust are also  officers of the
         Advisor, the distributor or the Administrator.


NOTE 3 - DISTRIBUTION AND SERVICE FEES

         The Board of Trustees, including a majority of the Trustees who are not
         "interested  persons" of the Trust as defined in the Investment Company
         Act of 1940 (the "Act"),  adopted a distribution  plan pursuant to Rule
         12b-1 of the Act (the "Plan").  The Act regulates the manner in which a
         regulated  investment  company may assume expenses of distributing  and
         promoting  the sales of its shares  and  servicing  of its  shareholder
         accounts.

                                                                     (Continued)
<PAGE>

                       NEW PROVIDENCE CAPITAL GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



         The Plan provides that the Fund may incur certain  expenses,  which may
         not exceed 0.25% per annum of the Fund's  average  daily net assets for
         each year elapsed  subsequent  to adoption of the Plan,  for payment to
         the  Distributor  and others for items  such as  advertising  expenses,
         selling  expenses,  commissions,  travel or other  expenses  reasonably
         intended to result in sales of shares of the Fund or support  servicing
         of shareholder accounts.  Expenditures incurred as service fees may not
         exceed 0.25% per annum of the Fund's average daily net assets.


NOTE 4 - DEFERRED ORGANIZATION EXPENSES

         All expenses of the Fund incurred in connection  with its  organization
         and the  registration  of its shares have been assumed by the Fund. The
         organization  expenses  are  being  amortized  over a  period  of sixty
         months. Investors purchasing shares of the Fund bear such expenses only
         as they are amortized against the Fund's investment income.


NOTE 5 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated  $32,084,763  and  $32,078,021,  respectively,  for the year
         ended May 31, 1999.


NOTE 6 - DISTRIBUTIONS TO SHAREHOLDERS

         For federal  income tax  purposes,  the Fund must report  distributions
         from net realized  gain from  investment  transactions  that  represent
         short-term  capital gain to its shareholders.  The total amount of $.03
         per share distributions for the year ended May 31, 1999, was classified
         as short-term gain. Shareholders should consult a tax advisor on how to
         report distributions for state and local income tax purposes.
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Trustees of The New Providence Investment Trust and Shareholders
 of New Providence Capital Growth Fund:

We have  audited the  accompanying  statement of assets and  liabilities  of New
Providence  Capital  Growth  Fund  (the  "Fund"),   including  the  schedule  of
investments,  as of May 31, 1999,  and the related  statements of operations for
the year then ended, the statements of changes in net assets,  and the financial
highlights for each of the periods  presented.  These  financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included  confirmation of the securities owned as of
May 31, 1999,  by  correspondence  with the  custodian.  An audit also  includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of New
Providence Capital Growth Fund as of May 31, 1999, the results of its operations
for the year then  ended,  the  changes  in its net  assets,  and the  financial
highlights  for each of the periods  presented,  in  conformity  with  generally
accepted accounting principles.


/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Pittsburgh, Pennsylvania
June 18, 1999

<PAGE>

________________________________________________________________________________


                                   WISDOM FUND

________________________________________________________________________________

                 a series of the New Providence Investment Trust



                              INSTITUTIONAL SHARES


                               ANNUAL REPORT 1999


                           FOR THE PERIOD ENDED MAY 31






                               INVESTMENT ADVISOR
                         Atlanta Investment Counsel, LLC
                            2771 Carmon-on-Wesley, NW
                                    Suite 100
                             Atlanta, Georgia 30327


                                   WISDOM FUND
                           105 North Washington Street
                              Post Office Drawer 69
                     Rocky Mount, North Carolina 27802-0069
                                 1-800-525-3863



                 This Report has been prepared for shareholders
                and may be distributed to others only if preceded
                     or accompanied by a current prospectus.
<PAGE>

ATLANTA INVESTMENT COUNSEL, L.L.C.
              Manager of the Wisdom Fund [letterhead]



July 1, 1999

As I write this first letter to  shareholders  of the Wisdom Fund, I feel that I
should  once again  point out the  reasons  why our firm decide on a mutual fund
that would  attempt to invest in the  securities  known to be owned by Berkshire
Hathaway Holding (BHH).

         1.  With a  market  cap of  over  $110  billion,  BHH  is  priced  at a
substantial premium to the net asset value of the companies in its portfolio. By
acquiring  Gillette  by buying BHH,  it is like  paying 100 times  earnings  for
Gillette.  Why?  The market has given BHH a price that  values it far beyond the
combined value of its individual stock prices by at least 60%.

         2. Because BHH is organized as a  corporation,  it is subject to double
taxation-both at the corporate and shareholder level. The Wisdom Fund intends to
qualify as an investment company allowing it to avoid double taxation.

         3. Through 1997,  BHH accrued $27 billion in unrealized  capital gains.
As an example,  BHH's $11 million  investment in Washington  Post was worth $999
million at the end of last year-imagine the tax bite that awaits that holding.

However, Warren Buffett is the most revered and emulated investor in the nation.
He has an average gain of 25% per year for the past three decades. Over the past
12 months,  BHH has  fallen  about 15% from its high of $84,000 in June of 1988.
The  premium  I   referenced   above  could  be  the  reason  for  BHH's  recent
underperformance.

The Wisdom Fund will at times own companies  not owned by BHH.  Since General Re
and GEICO are 100% owned by BHH, we have  identified and bought  publicly traded
companies  with similar  characteristics  to those  companies.  Those stocks are
American International Group, Allstate Insurance, and 20th Century Industries.

Recent weakness in Coca-Cola,  Gillette,  and Walt Disney have caused our N.A.V.
to drop slightly  below our initial  $10.00  offering  price.  These stocks will
rebound, as they have in the past. Our portfolio consists of stocks in financial
services, consumer products and media, and these sectors should grow much faster
than others over the next five years.
<PAGE>

And as Peter  Lynch,  former  manager of  Fidelity  Magellan  says about  Warren
Buffett's  style of  investing  "His  method is as true today as it was 10 years
ago. It's a little harder to find the same opportunities,  but his system hasn't
gone out of style." I agree 100%.


C. Douglas Davenport

President & Manager


<PAGE>

                                  WISDOM FUND

                               INSTITUTIONAL CLASS

                    Performance Update - $25,000 Investment
       For the period from February 16, 1999 (Commencement of Operations)
                                to May 31, 1999


        ----------------------------------------
                    Institutional   S&P 500Total
                    Class Shares    Return Index
        ----------------------------------------
          2/16/99     $25,000         $25,000
          2/28/99      25,000          24,941
          3/31/99      24,425          25,939
          4/30/99      25,275          26,943
          5/31/99      24,889          26,307


This graph depicts the performance of the Wisdom Fund Institutional Class versus
the S&P 500 Total Return Index.  It is important to note that the Wisdom Fund is
a  professionally  managed  mutual  fund  while the index is not  available  for
investment and is unmanaged.  The comparison is shown for illustrative  purposes
only.


Cumulative Total Return

- -----------------------
  Since Commencement
    of Operations
- -----------------------
       (0.45)%
- -----------------------


The graph  assumes an initial  $25,000  investment  at February  16,  1999.  All
dividends and distributions are reinvested.

At May 31, 1999,  the Wisdom Fund  Institutional  Class would have  decreased to
$24,889 - total investment return of (0.45)% since February 16, 1999.

At May 31,  1999, a similar  investment  in the S&P 500 Total Return Index would
have grown to $26,307 - total  investment  return of 5.23%  since  February  16,
1999.

Past  performance  is not a guarantee of future  results.  A mutual fund's share
price and investment return will vary with market conditions,  and the principal
value of shares,  when  redeemed,  may be worth  more or less than the  original
cost. Average annual returns are historical in nature and measure net investment
income  and  capital   gain  or  loss  from   portfolio   investments   assuming
reinvestments of dividends.
<PAGE>
<TABLE>
<S>   <C>                                                                  <C>            <C>        <C>                <C>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1999

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - 60.71%

     Beverages - 16.49%
           The Coca-Cola Company .......................................................               1,200               $  82,200
                                                                                                                           ---------

     Cosmetics & Personal Care - 4.35%
            The Gillette Company .......................................................                 425                  21,675
                                                                                                                           ---------

     Entertainment - 2.20%
           The Walt Disney Company .....................................................                 375                  10,969
                                                                                                                           ---------

     Financial - Banks, Commercial - 3.21%
           Wells Fargo Company .........................................................                 400                  16,000
                                                                                                                           ---------

     Financial - Banks, Money Center - 1.66%
           Citigroup Inc. ..............................................................                 125                   8,281
                                                                                                                           ---------

     Financial Services - 11.68%
           American Express Company ....................................................                 300                  36,356
           Freddie Mac .................................................................                 375                  21,867
                                                                                                                           ---------
                                                                                                                              58,223
                                                                                                                           ---------
     Insurance - Multiline - 12.65%
           The Allstate Corporation ....................................................               1,100                  40,150
           American International Group, Inc. ..........................................                 200                  22,863
                                                                                                                           ---------
                                                                                                                              63,013
                                                                                                                           ---------
     Insurance - Property & Casualty - 7.35%
           20th Century Industries .....................................................               2,000                  36,625
                                                                                                                           ---------

     Publishing - Newspapers - 1.12%
           The Washington Post Company .................................................                  10                   5,564
                                                                                                                           ---------

           Total Common Stocks (Cost $305,205) ............................................................                  302,550
                                                                                                                           ---------


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                             Interest                       Maturity
                                                                             Principal        Rate            Date
- ------------------------------------------------------------------------------------------------------------------------------------

U. S. GOVERNMENT OBLIGATION - 29.99%

           United States Treasury Bill
           (Cost $149,552) .............................................     $152,000         0.00%         10/07/99         149,425
                                                                                                                           ---------


                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>    <C>                                                                                           <C>                <C>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1999

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

INVESTMENT COMPANY - 0.91%

     Evergreen Money Market Treasury Institutional Money
           Market Fund Institutional Service Shares ...................................                 4,518              $   4,518
           (Cost $4,518)                                                                                                   ---------



Total Value of Investments (Cost $459,275 (a)) ........................................                 91.61%             $ 456,493
Other Assets Less Liabilities .........................................................                  8.39%                41,819
                                                                                                       ------              ---------
     Net Assets .......................................................................                100.00%             $ 498,312
                                                                                                       ======              =========


     (a)   Aggregate cost for federal income tax purposes is $461,156.  Unrealized  appreciation  (depreciation)  of investments for
           federal income tax purposes is as follows:


           Unrealized appreciation .......................................................................                $   6,338
           Unrealized depreciation .......................................................................                  (11,001)
                                                                                                                          ---------

                          Net unrealized depreciation ....................................................                $  (4,663)
                                                                                                                          =========

















See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>   <C>  <C>                                                                                                          <C>

                                                             WISDOM FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 1999


ASSETS
       Investments, at value (cost $459,275) ..............................................................               $ 456,493
       Income receivable ..................................................................................                     472
       Receivable for investments sold ....................................................................                  22,957
       Due from advisor (note 2) ..........................................................................                  31,682
                                                                                                                          ---------

            Total assets ..................................................................................                 511,604
                                                                                                                          ---------

LIABILITIES
       Accrued expenses ...................................................................................                  13,292
                                                                                                                          ---------

NET ASSETS ................................................................................................               $ 498,312
                                                                                                                          =========

NET ASSETS CONSIST OF
       Paid-in capital ....................................................................................               $ 502,975
       Accumulated net realized loss on investments .......................................................                  (1,881)
       Net unrealized depreciation on investments .........................................................                  (2,782)
                                                                                                                          ---------
                                                                                                                          $ 498,312
                                                                                                                          =========

INSTITUTIONAL CLASS
       Net asset value, redemption and maximum offering price per share
             ($498,213 / 50,289 shares : unlimited shares of $0.01 par value
              beneficial interest authorized) .............................................................                  $ 9.91
                                                                                                                          =========

INVESTOR CLASS
       Net asset value, redemption and offering price per share
             ($99 / 10 shares : unlimited shares of $0.01 par value
              beneficial interest authorized) .............................................................                  $ 9.92
                                                                                                                          =========
       Maximum offering price per share (100 / 94.25% of $9.92) ...........................................                  $10.53
                                                                                                                          =========













See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>   <C>  <C>                                                                                                          <C>

                                                             WISDOM FUND

                                                       STATEMENT OF OPERATIONS

                                                For the period from February 16, 1999
                                                    (commencement of operations)
                                                           to May 31, 1999


INVESTMENT INCOME

       Income
            Interest .......................................................................................               $    210
            Dividends ......................................................................................                  1,565
                                                                                                                           --------

                  Total income .............................................................................                  1,775
                                                                                                                           --------

       Expenses
            Investment advisory fees (note 2) ..............................................................                    700
            Fund administration fees (note 2) ..............................................................                    175
            Custody fees ...................................................................................                  1,118
            Registration and filing administration fees (note 2) ...........................................                    242
            Fund accounting fees (note 2) ..................................................................                 10,500
            Audit fees .....................................................................................                  7,971
            Legal fees .....................................................................................                  3,715
            Securities pricing fees ........................................................................                    198
            Shareholder recordkeeping fees .................................................................                  3,050
            Other accounting fees (note 2) .................................................................                  1,274
            Shareholder servicing expenses .................................................................                    897
            Registration and filing expenses ...............................................................                    892
            Printing expenses ..............................................................................                  1,233
            Trustee fees and meeting expenses ..............................................................                    580
            Other operating expenses .......................................................................                  1,285
                                                                                                                           --------

                  Total expenses ...........................................................................                 33,830
                                                                                                                           --------

                  Less:
                       Expense reimbursements (note 2) .....................................................                (31,681)
                       Investment advisory fees waived (note 2) ............................................                   (700)
                       Fund administration fees waived (note 2) ............................................                   (175)
                       Other accounting fees waived (note 2) ...............................................                 (1,274)
                                                                                                                           --------

                  Net expenses .............................................................................                      0
                                                                                                                           --------

                       Net investment income ...............................................................                  1,775
                                                                                                                           --------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS

       Net realized loss from investment transactions ......................................................                 (1,881)
       Increase in unrealized depreciation on investments ..................................................                 (2,782)
                                                                                                                           --------

            Net realized and unrealized loss on investments ................................................                 (4,663)
                                                                                                                           --------

                  Net decrease in net assets resulting from operations .....................................               $ (2,888)
                                                                                                                           ========



See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>  <C>    <C>                                                                                        <C>          <C>

                                                            WISDOM FUND

                                                 STATEMENT OF CHANGES IN NET ASSETS


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Period ended
                                                                                                                         May 31,
                                                                                                                        1999 (a)
- ------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS

     Operations
         Net investment income ..................................................................                      $   1,775
         Net realized loss from investment transactions .........................................                         (1,881)
         Increase in unrealized depreciation on investments .....................................                         (2,782)
                                                                                                                       ---------

              Net decrease in net assets resulting from operations ..............................                         (2,888)
                                                                                                                       ---------

     Distributions to shareholders from
         Net investment income - Institutional Class ............................................                         (1,775)
         Net investment income - Investor Class .................................................                              0 (b)
                                                                                                                       ---------

              Decrease in net assets resulting from distributions ...............................                         (1,775)
                                                                                                                       ---------

     Capital share transactions
         Increase in net assets resulting from capital share transactions (c) ...................                        502,975
                                                                                                                       ---------

                   Total increase in net assets .................................................                        498,312

NET ASSETS

     Beginning of period ........................................................................                              0
                                                                                                                       ---------

     End of period ..............................................................................                      $ 498,312
                                                                                                                       =========

(c) A summary of capital share activity follows:
                                                                                                ------------------------------------
                                                                                                            Period ended
                                                                                                          May 31, 1999 (a)

                                                                                                     Shares              Value
                                                                                                ------------------------------------
- -------------------------------------
         INSTITUTIONAL CLASS
- -------------------------------------
Shares sold ......................................................................                     50,110          $ 501,100
Shares issued for reinvestment of distributions ..................................                        179              1,775
                                                                                                    ---------          ---------
                                                                                                       50,289            502,875
Shares redeemed ..................................................................                          0                  0
                                                                                                    ---------          ---------
     Net increase ................................................................                     50,289          $ 502,875
                                                                                                    =========          =========

- -------------------------------------
          INVESTOR CLASS
- -------------------------------------
Shares sold ......................................................................                         10          $     100
Shares issued for reinvestment of distributions ..................................                          0                  0
                                                                                                    ---------          ---------
                                                                                                           10                100
Shares redeemed ..................................................................                          0                  0
                                                                                                    ---------          ---------
     Net increase ................................................................                         10          $     100
                                                                                                    =========          =========


(a) For the period from February 16, 1999 (commencement of operations) to May 31, 1999.

(b) A distribution from Investor Class income was paid in the amount of $0.22.



See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>   <C> <C>    <C>                                                                           <C>                 <C>
                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                                                               ---------------    ---------------
                                                                                                Institutional         Investor
                                                                                                    Class              Class
                                                                                               ---------------    ---------------

                                                                                                 Period ended       Period ended
                                                                                                    May 31,            May 31,
                                                                                                   1999 (a)           1999 (a)
                                                                                                  ---------          ---------

Net asset value, beginning of period .....................................                           $10.00             $10.00

       Income from investment operations
            Net investment income ........................................                             0.04               0.02
            Net realized and unrealized loss on investments ..............                            (0.09)             (0.08)
                                                                                                  ---------          ---------
                  Total from investment operations .......................                            (0.05)             (0.06)
                                                                                                  ---------          ---------

       Distributions to shareholders from
            Net investment income ........................................                            (0.04)             (0.02)
                                                                                                  ---------          ---------


Net asset value, end of period ...........................................                           $ 9.91             $ 9.92
                                                                                                  =========          =========


Total return (b) .........................................................                            (0.45)%            (0.58)%
                                                                                                  =========          =========


Ratios/supplemental data
       Net assets, end of period .........................................                        $ 498,213          $      99
                                                                                                  =========          =========

       Ratio of expenses to average net assets
            Before expense reimbursements and waived fees ................                            23.94 % (c)        15.49 % (c)
            After expense reimbursements and waived fees .................                             0.00 % (c)         0.00 % (c)

       Ratio of net investment (loss) income to average net assets
            Before expense reimbursements and waived fees ................                           (22.69)% (c)       (14.68)% (c)
            After expense reimbursements and waived fees .................                             1.26 % (c)         0.81 % (c)


       Portfolio turnover rate ...........................................                             7.04 %             7.04 %



(a) For the period from February 16, 1999 (commencement of operations) to May 31, 1999.

(b) Total return does not reflect payment of a sales charge.

(c) Annualized.




See accompanying notes to financial statements
</TABLE>
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The Wisdom  Fund (the  "Fund"),  is a  diversified  series of shares of
         beneficial  interest  of  the  New  Providence  Investment  Trust  (the
         "Trust").  The Trust, an open-end investment company,  was organized on
         July 9, 1997 as a Massachusetts  Business Trust and is registered under
         the  Investment  Company  Act of  1940,  as  amended.  The  Fund  began
         operations on February 16, 1999. The  investment  objective of the fund
         is to seek  maximum  total  return  consisting  of any  combination  of
         capital  appreciation,  realized and  unrealized,  and income under the
         constantly varying market conditions.  The Fund has an unlimited number
         of authorized shares, which are divided into two classes  Institutional
         Shares and Investor Shares.

         Each class of shares has equal rights as to assets of the Fund, and the
         classes are  identical  except for  differences  in their sales  charge
         structures and ongoing distribution and service fees. Income,  expenses
         (other than  distribution and service fees, which are only attributable
         to the Investor Class),  and realized and unrealized gains or losses on
         investments  are  allocated  to each  class of  shares  based  upon its
         relative  net  assets.  The  Institutional  Class  shares  will be sold
         without a sales charge and will bear no distribution  and service fees.
         The Investor  Class shares are subject to a maximum  5.75% sales charge
         and bear  distribution  and service  fees which may not exceed 0.25% of
         the Investor Class shares'  average net assets  annually.  Both classes
         have equal voting privileges, except where otherwise required by law or
         when the Board of  Trustees  determines  that the matter to be voted on
         affects only the interests of the  shareholders of a particular  class.
         The following is a summary of significant  accounting policies followed
         by the Fund.

         A.       Security  Valuation - The Fund's investments in securities are
                  carried at value.  Securities  listed on an exchange or quoted
                  on a national  market system are valued at 4:00 p.m., New York
                  time. Other securities traded in the  over-the-counter  market
                  and listed  securities  for which no sale was reported on that
                  date are valued at the most recent bid price.  Securities  for
                  which market quotations are not readily available, if any, are
                  valued by using an independent pricing service or by following
                  procedures  approved  by the  Board  of  Trustees.  Short-term
                  investments are valued at cost which approximates value.

         B.       Federal  Income  Taxes - The  Fund is  considered  a  personal
                  holding  company as defined  under Section 542 of the Internal
                  Revenue Code since 50% of the value of the Fund's  shares were
                  owned  directly or indirectly by five or fewer  individuals at
                  certain  times during the last half of the year. As a personal
                  holding  company,  the Fund is subject to federal income taxes
                  on  undistributed  personal  holding  company  income  at  the
                  maximum individual income tax rate. No provision has been made
                  for  federal  income  taxes  since  substantially  all taxable
                  income has been distributed to shareholders.  It is the policy
                  of the Fund to  comply  with the  provisions  of the  Internal
                  Revenue Code applicable to regulated  investment companies and
                  to make sufficient  distributions of taxable income to relieve
                  it from all federal income taxes.

                  Net  investment  income (loss) and net realized gains (losses)
                  may differ for  financial  statement  and income tax  purposes
                  primarily because of losses incurred subsequent to October 31,
                  which are deferred for income tax  purposes.  The character of
                  distributions  made during the year from net investment income
                  or  net  realized   gains  may  differ  from  their   ultimate
                  characterization for federal income tax purposes. Also, due to
                  the timing of dividend distributions, the fiscal year in which
                  amounts  are  distributed  may  differ  from the year that the
                  income or realized gains were recorded by the Fund.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



         C.       Investment Transactions - Investment transactions are recorded
                  on trade date.  Realized gains and losses are determined using
                  the specific  identification  cost method.  Interest income is
                  recorded  daily  on  an  accrual  basis.  Dividend  income  is
                  recorded on the ex-dividend date.

         D.       Distributions to Shareholders - The Fund may declare dividends
                  quarterly,  payable in March, June, September, and December on
                  a date  selected by the  Trust's  Trustees.  Distributions  to
                  shareholders   are  recorded  on  the  ex-dividend   date.  In
                  addition,  distributions  may be made annually in December out
                  of  net  realized  gains  through  October  31 of  that  year.
                  Distributions  to shareholders are recorded on the ex-dividend
                  date. The Fund may make a supplemental distribution subsequent
                  to the end of its fiscal year ending May 31.

         E.       Use of Estimates - The preparation of financial  statements in
                  conformity  with  generally  accepted  accounting   principles
                  requires  management to make  estimates and  assumptions  that
                  affect  the  amounts  of  assets,  liabilities,  expenses  and
                  revenues reported in the financial statements.  Actual results
                  could differ from those estimates.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

         Pursuant  to  an  investment  advisory  agreement,  Atlanta  Investment
         Council,  LLC (the  "Advisor"),  provides  the Fund  with a  continuous
         program of supervision of the Fund's assets,  including the composition
         of its portfolio, and furnishes advice and recommendations with respect
         to  investments,  investment  policies,  and the  purchase  and sale of
         securities.  As compensation  for its services,  the Advisor receives a
         fee at the annual rate of 0.50% of the first $500 million of the Fund's
         average daily net assets and 0.40% of all assets over $500 million.

         The Advisor  currently intends to voluntarily waive all or a portion of
         its fee and to  reimburse  expenses  of the  Fund to limit  total  Fund
         operating  expenses  to a  maximum  of 1.15% of the  average  daily net
         assets of the Fund's  Institutional Class and a maximum of 1.40% of the
         average daily net assets of the Fund's Investor Class.  There can be no
         assurance  that the foregoing  voluntary fee waivers or  reimbursements
         will continue.  The Advisor has voluntarily waived a portion of its fee
         amounting  to $700  ($0.01  per share)  and  reimbursed  $31,681 of the
         operating  expenses  incurred by the Fund for the period  ended May 31,
         1999.

         The Fund's administrator, The Nottingham Company (the "Administrator"),
         provides  administrative  services to and is generally  responsible for
         the overall  management and day-to-day  operations of the Fund pursuant
         to an  accounting  and  administrative  agreement  with the  Trust.  As
         compensation for its services,  the Administrator receives a fee at the
         annual rate of 0.125% of the Fund's first $50 million of average  daily
         net assets, 0.100% of the next $50 million, and 0.075% of average daily
         net assets  over $100  million  as well as a monthly  fee of $2,250 for
         accounting and record-keeping  services for the initial class of shares
         and $750 per month for each  additional  class of shares.  The contract
         with  the  Administrator  provides  that  the  aggregate  fees  for the
         aforementioned  administration,  accounting, and recordkeeping services
         shall not be less than $41,000 per year. The Administrator also charges
         the Fund for certain  expenses  involved  with the daily  valuation  of
         portfolio securities.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



         North Carolina Shareholder Services,  LLC (the "Transfer Agent") serves
         as the Fund's  transfer,  dividend  paying,  and shareholder  servicing
         agent.  The Transfer Agent maintains the records of each  Shareholder's
         account,  answers shareholder inquiries concerning accounts,  processes
         purchases and  redemptions of the Fund's  shares,  acts as dividend and
         distribution disbursing agent, and performs other shareholder servicing
         functions.

         Donaldson & Co., Inc. (the "Distributor"), an affiliate of the Advisor,
         serves  as  the  Fund's  principal  underwriter  and  distributor.  The
         Distributor receives any sales charges imposed on purchases of Investor
         Shares and  re-allocates  a portion of such charges to dealers  through
         whom the sale was made,  if any.  The  Distributor  did not  retain any
         sales charges for the period ended May 31, 1999.

         Certain  Trustees  and  officers  of the  Trust  are also  officers  or
         directors of the Advisor, the Distributor, or the Administrator.


NOTE 3 - DISTRIBUTION AND SERVICE FEES

         The Board of Trustees,  including the Trustees who are not  "interested
         persons" of the Trust as defined in the Investment  Company Act of 1940
         (the "Act"),  adopted a distribution  and service plan pursuant to Rule
         12b-1 of the Act (the "Plan")  applicable to the Investor  Shares.  The
         Act  regulates the manner in which a regulated  investment  company may
         assume costs of distributing  and promoting the sales of its shares and
         servicing of its shareholder accounts.

         The Plan provides that the Fund may incur certain costs,  which may not
         exceed 0.25% per annum of the Investor Class Shares'  average daily net
         assets for each year elapsed  subsequent  to adoption of the Plan,  for
         payment to the  Distributor  and  others for items such as  advertising
         expenses,  selling  expenses,  commissions,  travel,  or other expenses
         reasonably  intended to result in sales of Investor Class Shares in the
         Fund  or  support  servicing  of  Investor  Class  Shares'  shareholder
         accounts.  Such  expenditures  incurred as service  fees may not exceed
         0.25% per annum of the Investor  Shares' average daily net assets.  The
         Fund did not incur any expenses under the Plan for the period ended May
         31, 1999.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated $330,044 and $22,957, respectively, for the period ended May
         31, 1999.
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Trustees of The New Providence Investment Trust and Shareholders
 of Wisdom Fund:

We have audited the  accompanying  statement of assets and liabilities of Wisdom
Fund (the "Fund") , including the portfolio of investments,  as of May 31, 1999,
and the related statement of operations for the period then ended, the statement
of changes in net assets and financial  highlights  for the period from February
16,  1999  (commencement  of  operations)  to  May  31,  1999.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation of the securities owned as of May 31, 1999 by
correspondence  with the custodian and brokers;  where replies were not received
from brokers,  we performed  other auditing  procedures.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects, the financial position of Wisdom
Fund as of May 31,  1999,  the  results of its  operations  for the period  then
ended,  the  changes  in its net  assets and the  financial  highlights  for the
respective  stated  period in  conformity  with  generally  accepted  accounting
principles.


/S/ Deloitte & Touche LLP
Deloitte & Touche LLP

Pittsburgh, Pennsylvania
June 18, 1999
<PAGE>

________________________________________________________________________________


                                   WISDOM FUND

________________________________________________________________________________

                 a series of the New Providence Investment Trust



                                 INVESTOR SHARES


                               ANNUAL REPORT 1999


                           FOR THE PERIOD ENDED MAY 31






                               INVESTMENT ADVISOR
                         Atlanta Investment Counsel, LLC
                            2771 Carmon-on-Wesley, NW
                                    Suite 100
                             Atlanta, Georgia 30327


                                   WISDOM FUND
                           105 North Washington Street
                              Post Office Drawer 69
                     Rocky Mount, North Carolina 27802-0069
                                 1-800-525-3863



                 This Report has been prepared for shareholders
                and may be distributed to others only if preceded
                     or accompanied by a current prospectus.
<PAGE>

ATLANTA INVESTMENT COUNSEL, L.L.C.
              Manager of the Wisdom Fund [letterhead]



July 1, 1999

As I write this first letter to  shareholders  of the Wisdom Fund, I feel that I
should  once again  point out the  reasons  why our firm decide on a mutual fund
that would  attempt to invest in the  securities  known to be owned by Berkshire
Hathaway Holding (BHH).

         1.  With a  market  cap of  over  $110  billion,  BHH  is  priced  at a
substantial premium to the net asset value of the companies in its portfolio. By
acquiring  Gillette  by buying BHH,  it is like  paying 100 times  earnings  for
Gillette.  Why?  The market has given BHH a price that  values it far beyond the
combined value of its individual stock prices by at least 60%.

         2. Because BHH is organized as a  corporation,  it is subject to double
taxation-both at the corporate and shareholder level. The Wisdom Fund intends to
qualify as an investment company allowing it to avoid double taxation.

         3. Through 1997,  BHH accrued $27 billion in unrealized  capital gains.
As an example,  BHH's $11 million  investment in Washington  Post was worth $999
million at the end of last year-imagine the tax bite that awaits that holding.

However, Warren Buffett is the most revered and emulated investor in the nation.
He has an average gain of 25% per year for the past three decades. Over the past
12 months,  BHH has  fallen  about 15% from its high of $84,000 in June of 1988.
The  premium  I   referenced   above  could  be  the  reason  for  BHH's  recent
underperformance.

The Wisdom Fund will at times own companies  not owned by BHH.  Since General Re
and GEICO are 100% owned by BHH, we have  identified and bought  publicly traded
companies  with similar  characteristics  to those  companies.  Those stocks are
American International Group, Allstate Insurance, and 20th Century Industries.

Recent weakness in Coca-Cola,  Gillette,  and Walt Disney have caused our N.A.V.
to drop slightly  below our initial  $10.00  offering  price.  These stocks will
rebound, as they have in the past. Our portfolio consists of stocks in financial
services, consumer products and media, and these sectors should grow much faster
than others over the next five years.
<PAGE>

And as Peter  Lynch,  former  manager of  Fidelity  Magellan  says about  Warren
Buffett's  style of  investing  "His  method is as true today as it was 10 years
ago. It's a little harder to find the same opportunities,  but his system hasn't
gone out of style." I agree 100%.


C. Douglas Davenport

President & Manager


<PAGE>

                                  WISDOM FUND

                                 INVESTOR CLASS

                    Performance Update - $10,000 Investment
       For the period from February 16, 1999 (Commencement of Operations)
                                to May 31, 1999


        ----------------------------------------
                      Investor      S&P 500Total
                    Class Shares    Return Index
        ----------------------------------------
          2/16/99      $9,425         $10,000
          2/28/99       9,425           9,976
          3/31/99       9,199          10,376
          4/30/99       9,519          10,777
          5/31/99       9,370          10,523


This graph depicts the  performance of the Wisdom Fund Investor Class versus the
S&P 500 Total  Return  Index.  It is important to note that the Wisdom Fund is a
professionally  managed  mutual  fund  while  the  index  is not  available  for
investment and is unmanaged.  The comparison is shown for illustrative  purposes
only.


            Cumulative Total Return

- ---------------------------------------------------
                              Since Commencement
                                of Operations
- ---------------------------------------------------
       No Sales Load               (0.58)%
- ---------------------------------------------------
   With 5.75% Sales Load           (6.30)%
- ---------------------------------------------------


The graph  assumes an initial  $10,000  investment  at February 16, 1999 ($9,425
after  maximum  sales  load of  5.75%).  All  dividends  and  distributions  are
reinvested.

At May 31, 1999, the Wisdom Fund Investor Class would have decreased to $9,370 -
total  investment  return of  (6.30)%  since  February  16,  1999.  Without  the
deduction of the 5.75% maximum sales load,  the Wisdom Fund Investor Class would
have decreased to $9,942 - total investment return of (0.58)% since February 16,
1999. The sales load may be reduced or eliminated for larger purchases.

At May 31,  1999, a similar  investment  in the S&P 500 Total Return Index would
have grown to $10,523 - total  investment  return of 5.23%  since  February  16,
1999.

Past  performance  is not a guarantee of future  results.  A mutual fund's share
price and investment return will vary with market conditions,  and the principal
value of shares,  when  redeemed,  may be worth  more or less than the  original
cost. Average annual returns are historical in nature and measure net investment
income  and  capital   gain  or  loss  from   portfolio   investments   assuming
reinvestments of dividends.
<PAGE>
<TABLE>
<S>   <C>                                                                  <C>            <C>        <C>                <C>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1999

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

COMMON STOCKS - 60.71%

     Beverages - 16.49%
           The Coca-Cola Company .......................................................               1,200               $  82,200
                                                                                                                           ---------

     Cosmetics & Personal Care - 4.35%
            The Gillette Company .......................................................                 425                  21,675
                                                                                                                           ---------

     Entertainment - 2.20%
           The Walt Disney Company .....................................................                 375                  10,969
                                                                                                                           ---------

     Financial - Banks, Commercial - 3.21%
           Wells Fargo Company .........................................................                 400                  16,000
                                                                                                                           ---------

     Financial - Banks, Money Center - 1.66%
           Citigroup Inc. ..............................................................                 125                   8,281
                                                                                                                           ---------

     Financial Services - 11.68%
           American Express Company ....................................................                 300                  36,356
           Freddie Mac .................................................................                 375                  21,867
                                                                                                                           ---------
                                                                                                                              58,223
                                                                                                                           ---------
     Insurance - Multiline - 12.65%
           The Allstate Corporation ....................................................               1,100                  40,150
           American International Group, Inc. ..........................................                 200                  22,863
                                                                                                                           ---------
                                                                                                                              63,013
                                                                                                                           ---------
     Insurance - Property & Casualty - 7.35%
           20th Century Industries .....................................................               2,000                  36,625
                                                                                                                           ---------

     Publishing - Newspapers - 1.12%
           The Washington Post Company .................................................                  10                   5,564
                                                                                                                           ---------

           Total Common Stocks (Cost $305,205) ............................................................                  302,550
                                                                                                                           ---------


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                             Interest                       Maturity
                                                                             Principal        Rate            Date
- ------------------------------------------------------------------------------------------------------------------------------------

U. S. GOVERNMENT OBLIGATION - 29.99%

           United States Treasury Bill
           (Cost $149,552) .............................................     $152,000         0.00%         10/07/99         149,425
                                                                                                                           ---------


                                                                                                                         (Continued)
</TABLE>
<PAGE>
<TABLE>
<S>    <C>                                                                                           <C>                <C>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 1999

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Value
                                                                                                      Shares                (note 1)
- ------------------------------------------------------------------------------------------------------------------------------------

INVESTMENT COMPANY - 0.91%

     Evergreen Money Market Treasury Institutional Money
           Market Fund Institutional Service Shares ...................................                 4,518              $   4,518
           (Cost $4,518)                                                                                                   ---------



Total Value of Investments (Cost $459,275 (a)) ........................................                 91.61%             $ 456,493
Other Assets Less Liabilities .........................................................                  8.39%                41,819
                                                                                                       ------              ---------
     Net Assets .......................................................................                100.00%             $ 498,312
                                                                                                       ======              =========


     (a)   Aggregate cost for federal income tax purposes is $461,156.  Unrealized  appreciation  (depreciation)  of investments for
           federal income tax purposes is as follows:


           Unrealized appreciation .......................................................................                $   6,338
           Unrealized depreciation .......................................................................                  (11,001)
                                                                                                                          ---------

                          Net unrealized depreciation ....................................................                $  (4,663)
                                                                                                                          =========

















See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>   <C>  <C>                                                                                                          <C>

                                                             WISDOM FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 1999


ASSETS
       Investments, at value (cost $459,275) ..............................................................               $ 456,493
       Income receivable ..................................................................................                     472
       Receivable for investments sold ....................................................................                  22,957
       Due from advisor (note 2) ..........................................................................                  31,682
                                                                                                                          ---------

            Total assets ..................................................................................                 511,604
                                                                                                                          ---------

LIABILITIES
       Accrued expenses ...................................................................................                  13,292
                                                                                                                          ---------

NET ASSETS ................................................................................................               $ 498,312
                                                                                                                          =========

NET ASSETS CONSIST OF
       Paid-in capital ....................................................................................               $ 502,975
       Accumulated net realized loss on investments .......................................................                  (1,881)
       Net unrealized depreciation on investments .........................................................                  (2,782)
                                                                                                                          ---------
                                                                                                                          $ 498,312
                                                                                                                          =========

INSTITUTIONAL CLASS
       Net asset value, redemption and maximum offering price per share
             ($498,213 / 50,289 shares : unlimited shares of $0.01 par value
              beneficial interest authorized) .............................................................                  $ 9.91
                                                                                                                          =========

INVESTOR CLASS
       Net asset value, redemption and offering price per share
             ($99 / 10 shares : unlimited shares of $0.01 par value
              beneficial interest authorized) .............................................................                  $ 9.92
                                                                                                                          =========
       Maximum offering price per share (100 / 94.25% of $9.92) ...........................................                  $10.53
                                                                                                                          =========













See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>   <C>  <C>                                                                                                          <C>

                                                             WISDOM FUND

                                                       STATEMENT OF OPERATIONS

                                                For the period from February 16, 1999
                                                    (commencement of operations)
                                                           to May 31, 1999


INVESTMENT INCOME

       Income
            Interest .......................................................................................               $    210
            Dividends ......................................................................................                  1,565
                                                                                                                           --------

                  Total income .............................................................................                  1,775
                                                                                                                           --------

       Expenses
            Investment advisory fees (note 2) ..............................................................                    700
            Fund administration fees (note 2) ..............................................................                    175
            Custody fees ...................................................................................                  1,118
            Registration and filing administration fees (note 2) ...........................................                    242
            Fund accounting fees (note 2) ..................................................................                 10,500
            Audit fees .....................................................................................                  7,971
            Legal fees .....................................................................................                  3,715
            Securities pricing fees ........................................................................                    198
            Shareholder recordkeeping fees .................................................................                  3,050
            Other accounting fees (note 2) .................................................................                  1,274
            Shareholder servicing expenses .................................................................                    897
            Registration and filing expenses ...............................................................                    892
            Printing expenses ..............................................................................                  1,233
            Trustee fees and meeting expenses ..............................................................                    580
            Other operating expenses .......................................................................                  1,285
                                                                                                                           --------

                  Total expenses ...........................................................................                 33,830
                                                                                                                           --------

                  Less:
                       Expense reimbursements (note 2) .....................................................                (31,681)
                       Investment advisory fees waived (note 2) ............................................                   (700)
                       Fund administration fees waived (note 2) ............................................                   (175)
                       Other accounting fees waived (note 2) ...............................................                 (1,274)
                                                                                                                           --------

                  Net expenses .............................................................................                      0
                                                                                                                           --------

                       Net investment income ...............................................................                  1,775
                                                                                                                           --------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS

       Net realized loss from investment transactions ......................................................                 (1,881)
       Increase in unrealized depreciation on investments ..................................................                 (2,782)
                                                                                                                           --------

            Net realized and unrealized loss on investments ................................................                 (4,663)
                                                                                                                           --------

                  Net decrease in net assets resulting from operations .....................................               $ (2,888)
                                                                                                                           ========



See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>  <C>    <C>                                                                                        <C>          <C>

                                                            WISDOM FUND

                                                 STATEMENT OF CHANGES IN NET ASSETS


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Period ended
                                                                                                                         May 31,
                                                                                                                        1999 (a)
- ------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS

     Operations
         Net investment income ..................................................................                      $   1,775
         Net realized loss from investment transactions .........................................                         (1,881)
         Increase in unrealized depreciation on investments .....................................                         (2,782)
                                                                                                                       ---------

              Net decrease in net assets resulting from operations ..............................                         (2,888)
                                                                                                                       ---------

     Distributions to shareholders from
         Net investment income - Institutional Class ............................................                         (1,775)
         Net investment income - Investor Class .................................................                              0 (b)
                                                                                                                       ---------

              Decrease in net assets resulting from distributions ...............................                         (1,775)
                                                                                                                       ---------

     Capital share transactions
         Increase in net assets resulting from capital share transactions (c) ...................                        502,975
                                                                                                                       ---------

                   Total increase in net assets .................................................                        498,312

NET ASSETS

     Beginning of period ........................................................................                              0
                                                                                                                       ---------

     End of period ..............................................................................                      $ 498,312
                                                                                                                       =========

(c) A summary of capital share activity follows:
                                                                                                ------------------------------------
                                                                                                            Period ended
                                                                                                          May 31, 1999 (a)

                                                                                                     Shares              Value
                                                                                                ------------------------------------
- -------------------------------------
         INSTITUTIONAL CLASS
- -------------------------------------
Shares sold ......................................................................                     50,110          $ 501,100
Shares issued for reinvestment of distributions ..................................                        179              1,775
                                                                                                    ---------          ---------
                                                                                                       50,289            502,875
Shares redeemed ..................................................................                          0                  0
                                                                                                    ---------          ---------
     Net increase ................................................................                     50,289          $ 502,875
                                                                                                    =========          =========

- -------------------------------------
          INVESTOR CLASS
- -------------------------------------
Shares sold ......................................................................                         10          $     100
Shares issued for reinvestment of distributions ..................................                          0                  0
                                                                                                    ---------          ---------
                                                                                                           10                100
Shares redeemed ..................................................................                          0                  0
                                                                                                    ---------          ---------
     Net increase ................................................................                         10          $     100
                                                                                                    =========          =========


(a) For the period from February 16, 1999 (commencement of operations) to May 31, 1999.

(b) A distribution from Investor Class income was paid in the amount of $0.22.



See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>   <C> <C>    <C>                                                                           <C>                 <C>
                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                                                               ---------------    ---------------
                                                                                                Institutional         Investor
                                                                                                    Class              Class
                                                                                               ---------------    ---------------

                                                                                                 Period ended       Period ended
                                                                                                    May 31,            May 31,
                                                                                                   1999 (a)           1999 (a)
                                                                                                  ---------          ---------

Net asset value, beginning of period .....................................                           $10.00             $10.00

       Income from investment operations
            Net investment income ........................................                             0.04               0.02
            Net realized and unrealized loss on investments ..............                            (0.09)             (0.08)
                                                                                                  ---------          ---------
                  Total from investment operations .......................                            (0.05)             (0.06)
                                                                                                  ---------          ---------

       Distributions to shareholders from
            Net investment income ........................................                            (0.04)             (0.02)
                                                                                                  ---------          ---------


Net asset value, end of period ...........................................                           $ 9.91             $ 9.92
                                                                                                  =========          =========


Total return (b) .........................................................                            (0.45)%            (0.58)%
                                                                                                  =========          =========


Ratios/supplemental data
       Net assets, end of period .........................................                        $ 498,213          $      99
                                                                                                  =========          =========

       Ratio of expenses to average net assets
            Before expense reimbursements and waived fees ................                            23.94 % (c)        15.49 % (c)
            After expense reimbursements and waived fees .................                             0.00 % (c)         0.00 % (c)

       Ratio of net investment (loss) income to average net assets
            Before expense reimbursements and waived fees ................                           (22.69)% (c)       (14.68)% (c)
            After expense reimbursements and waived fees .................                             1.26 % (c)         0.81 % (c)


       Portfolio turnover rate ...........................................                             7.04 %             7.04 %



(a) For the period from February 16, 1999 (commencement of operations) to May 31, 1999.

(b) Total return does not reflect payment of a sales charge.

(c) Annualized.




See accompanying notes to financial statements
</TABLE>
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The Wisdom  Fund (the  "Fund"),  is a  diversified  series of shares of
         beneficial  interest  of  the  New  Providence  Investment  Trust  (the
         "Trust").  The Trust, an open-end investment company,  was organized on
         July 9, 1997 as a Massachusetts  Business Trust and is registered under
         the  Investment  Company  Act of  1940,  as  amended.  The  Fund  began
         operations on February 16, 1999. The  investment  objective of the fund
         is to seek  maximum  total  return  consisting  of any  combination  of
         capital  appreciation,  realized and  unrealized,  and income under the
         constantly varying market conditions.  The Fund has an unlimited number
         of authorized shares, which are divided into two classes  Institutional
         Shares and Investor Shares.

         Each class of shares has equal rights as to assets of the Fund, and the
         classes are  identical  except for  differences  in their sales  charge
         structures and ongoing distribution and service fees. Income,  expenses
         (other than  distribution and service fees, which are only attributable
         to the Investor Class),  and realized and unrealized gains or losses on
         investments  are  allocated  to each  class of  shares  based  upon its
         relative  net  assets.  The  Institutional  Class  shares  will be sold
         without a sales charge and will bear no distribution  and service fees.
         The Investor  Class shares are subject to a maximum  5.75% sales charge
         and bear  distribution  and service  fees which may not exceed 0.25% of
         the Investor Class shares'  average net assets  annually.  Both classes
         have equal voting privileges, except where otherwise required by law or
         when the Board of  Trustees  determines  that the matter to be voted on
         affects only the interests of the  shareholders of a particular  class.
         The following is a summary of significant  accounting policies followed
         by the Fund.

         A.       Security  Valuation - The Fund's investments in securities are
                  carried at value.  Securities  listed on an exchange or quoted
                  on a national  market system are valued at 4:00 p.m., New York
                  time. Other securities traded in the  over-the-counter  market
                  and listed  securities  for which no sale was reported on that
                  date are valued at the most recent bid price.  Securities  for
                  which market quotations are not readily available, if any, are
                  valued by using an independent pricing service or by following
                  procedures  approved  by the  Board  of  Trustees.  Short-term
                  investments are valued at cost which approximates value.

         B.       Federal  Income  Taxes - The  Fund is  considered  a  personal
                  holding  company as defined  under Section 542 of the Internal
                  Revenue Code since 50% of the value of the Fund's  shares were
                  owned  directly or indirectly by five or fewer  individuals at
                  certain  times during the last half of the year. As a personal
                  holding  company,  the Fund is subject to federal income taxes
                  on  undistributed  personal  holding  company  income  at  the
                  maximum individual income tax rate. No provision has been made
                  for  federal  income  taxes  since  substantially  all taxable
                  income has been distributed to shareholders.  It is the policy
                  of the Fund to  comply  with the  provisions  of the  Internal
                  Revenue Code applicable to regulated  investment companies and
                  to make sufficient  distributions of taxable income to relieve
                  it from all federal income taxes.

                  Net  investment  income (loss) and net realized gains (losses)
                  may differ for  financial  statement  and income tax  purposes
                  primarily because of losses incurred subsequent to October 31,
                  which are deferred for income tax  purposes.  The character of
                  distributions  made during the year from net investment income
                  or  net  realized   gains  may  differ  from  their   ultimate
                  characterization for federal income tax purposes. Also, due to
                  the timing of dividend distributions, the fiscal year in which
                  amounts  are  distributed  may  differ  from the year that the
                  income or realized gains were recorded by the Fund.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



         C.       Investment Transactions - Investment transactions are recorded
                  on trade date.  Realized gains and losses are determined using
                  the specific  identification  cost method.  Interest income is
                  recorded  daily  on  an  accrual  basis.  Dividend  income  is
                  recorded on the ex-dividend date.

         D.       Distributions to Shareholders - The Fund may declare dividends
                  quarterly,  payable in March, June, September, and December on
                  a date  selected by the  Trust's  Trustees.  Distributions  to
                  shareholders   are  recorded  on  the  ex-dividend   date.  In
                  addition,  distributions  may be made annually in December out
                  of  net  realized  gains  through  October  31 of  that  year.
                  Distributions  to shareholders are recorded on the ex-dividend
                  date. The Fund may make a supplemental distribution subsequent
                  to the end of its fiscal year ending May 31.

         E.       Use of Estimates - The preparation of financial  statements in
                  conformity  with  generally  accepted  accounting   principles
                  requires  management to make  estimates and  assumptions  that
                  affect  the  amounts  of  assets,  liabilities,  expenses  and
                  revenues reported in the financial statements.  Actual results
                  could differ from those estimates.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

         Pursuant  to  an  investment  advisory  agreement,  Atlanta  Investment
         Council,  LLC (the  "Advisor"),  provides  the Fund  with a  continuous
         program of supervision of the Fund's assets,  including the composition
         of its portfolio, and furnishes advice and recommendations with respect
         to  investments,  investment  policies,  and the  purchase  and sale of
         securities.  As compensation  for its services,  the Advisor receives a
         fee at the annual rate of 0.50% of the first $500 million of the Fund's
         average daily net assets and 0.40% of all assets over $500 million.

         The Advisor  currently intends to voluntarily waive all or a portion of
         its fee and to  reimburse  expenses  of the  Fund to limit  total  Fund
         operating  expenses  to a  maximum  of 1.15% of the  average  daily net
         assets of the Fund's  Institutional Class and a maximum of 1.40% of the
         average daily net assets of the Fund's Investor Class.  There can be no
         assurance  that the foregoing  voluntary fee waivers or  reimbursements
         will continue.  The Advisor has voluntarily waived a portion of its fee
         amounting  to $700  ($0.01  per share)  and  reimbursed  $31,681 of the
         operating  expenses  incurred by the Fund for the period  ended May 31,
         1999.

         The Fund's administrator, The Nottingham Company (the "Administrator"),
         provides  administrative  services to and is generally  responsible for
         the overall  management and day-to-day  operations of the Fund pursuant
         to an  accounting  and  administrative  agreement  with the  Trust.  As
         compensation for its services,  the Administrator receives a fee at the
         annual rate of 0.125% of the Fund's first $50 million of average  daily
         net assets, 0.100% of the next $50 million, and 0.075% of average daily
         net assets  over $100  million  as well as a monthly  fee of $2,250 for
         accounting and record-keeping  services for the initial class of shares
         and $750 per month for each  additional  class of shares.  The contract
         with  the  Administrator  provides  that  the  aggregate  fees  for the
         aforementioned  administration,  accounting, and recordkeeping services
         shall not be less than $41,000 per year. The Administrator also charges
         the Fund for certain  expenses  involved  with the daily  valuation  of
         portfolio securities.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 1999



         North Carolina Shareholder Services,  LLC (the "Transfer Agent") serves
         as the Fund's  transfer,  dividend  paying,  and shareholder  servicing
         agent.  The Transfer Agent maintains the records of each  Shareholder's
         account,  answers shareholder inquiries concerning accounts,  processes
         purchases and  redemptions of the Fund's  shares,  acts as dividend and
         distribution disbursing agent, and performs other shareholder servicing
         functions.

         Donaldson & Co., Inc. (the "Distributor"), an affiliate of the Advisor,
         serves  as  the  Fund's  principal  underwriter  and  distributor.  The
         Distributor receives any sales charges imposed on purchases of Investor
         Shares and  re-allocates  a portion of such charges to dealers  through
         whom the sale was made,  if any.  The  Distributor  did not  retain any
         sales charges for the period ended May 31, 1999.

         Certain  Trustees  and  officers  of the  Trust  are also  officers  or
         directors of the Advisor, the Distributor, or the Administrator.


NOTE 3 - DISTRIBUTION AND SERVICE FEES

         The Board of Trustees,  including the Trustees who are not  "interested
         persons" of the Trust as defined in the Investment  Company Act of 1940
         (the "Act"),  adopted a distribution  and service plan pursuant to Rule
         12b-1 of the Act (the "Plan")  applicable to the Investor  Shares.  The
         Act  regulates the manner in which a regulated  investment  company may
         assume costs of distributing  and promoting the sales of its shares and
         servicing of its shareholder accounts.

         The Plan provides that the Fund may incur certain costs,  which may not
         exceed 0.25% per annum of the Investor Class Shares'  average daily net
         assets for each year elapsed  subsequent  to adoption of the Plan,  for
         payment to the  Distributor  and  others for items such as  advertising
         expenses,  selling  expenses,  commissions,  travel,  or other expenses
         reasonably  intended to result in sales of Investor Class Shares in the
         Fund  or  support  servicing  of  Investor  Class  Shares'  shareholder
         accounts.  Such  expenditures  incurred as service  fees may not exceed
         0.25% per annum of the Investor  Shares' average daily net assets.  The
         Fund did not incur any expenses under the Plan for the period ended May
         31, 1999.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated $330,044 and $22,957, respectively, for the period ended May
         31, 1999.
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Trustees of The New Providence Investment Trust and Shareholders
 of Wisdom Fund:

We have audited the  accompanying  statement of assets and liabilities of Wisdom
Fund (the "Fund") , including the portfolio of investments,  as of May 31, 1999,
and the related statement of operations for the period then ended, the statement
of changes in net assets and financial  highlights  for the period from February
16,  1999  (commencement  of  operations)  to  May  31,  1999.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation of the securities owned as of May 31, 1999 by
correspondence  with the custodian and brokers;  where replies were not received
from brokers,  we performed  other auditing  procedures.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects, the financial position of Wisdom
Fund as of May 31,  1999,  the  results of its  operations  for the period  then
ended,  the  changes  in its net  assets and the  financial  highlights  for the
respective  stated  period in  conformity  with  generally  accepted  accounting
principles.


/S/ Deloitte & Touche LLP
Deloitte & Touche LLP

Pittsburgh, Pennsylvania
June 18, 1999



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