NEW PROVIDENCE INVESTMENT TRUST
485BPOS, 2000-09-29
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   As filed with the Securities and Exchange Commission on September 29, 2000
                        Securities Act File No. 333-31359
                    Investment Company Act File No. 811-08295
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    [X]

         Pre-Effective Amendment No. ___                                   [ ]
         Post-Effective Amendment No. 9                                    [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            [X]

         Amendment No. 10                                                  [X]

                        (Check appropriate box or boxes.)


                         NEW PROVIDENCE INVESTMENT TRUST
                        --------------------------------
                (Exact Name of Registrant as Specified in Charter)


       105 North Washington Street, P.O. Box 69, Rocky Mount, NC 27802-0069
       --------------------------------------------------------------------
              (Address of Principal Executive Offices)           (Zip Code)


        Registrant's Telephone Number, including Area Code (252) 972-9922
                                                           --------------


                              C. Frank Watson, III
       105 North Washington Street, P.O. Box 69, Rocky Mount, NC 27802-0069
       --------------------------------------------------------------------
                     (Name and Address of Agent for Service)


                                 With copies to:
                                 ---------------
                                 Jane A. Kanter
                                     Dechert
                              1775 Eye Street, N.W.
                            Washington, DC 20006-2401


 Approximate Date of Proposed Public Offering:  As soon as practicable after the
                                                Effective date of this Amendment
                                                --------------------------------


It is proposed that this filing will become effective:  (check appropriate box)

       [X] immediately upon filing  pursuant to paragraph (b);
       [ ] on ________ (date) pursuant to paragraph (b);
       [ ] 60 days after filing pursuant to paragraph (a)(1);
       [ ] on ________ (date) pursuant to paragraph (a)(1);
       [ ] 75 days after filing pursuant to paragraph (a)(2); or
       [ ] on ________ (date) pursuant to paragraph (a)(2), of rule 485.


<PAGE>

                         NEW PROVIDENCE INVESTMENT TRUST


                       Contents of Registration Statement


This registration statement consists of the following papers and documents:

Cover Sheet
Contents of Registration Statement
Wisdom Fund
  -Part A - Institutional Class Shares Prospectus
  -Part A - Investor Class Shares, Class B Shares, and Class C Shares Prospectus
  -Part B - Statement of Additional Information
Part C - Other Information and Signature Page
Exhibit Index
Exhibits



<PAGE>

                                     PART A
                                     ======

CUSIP Number 648224202

________________________________________________________________________________

                                   WISDOM FUND

                                 A series of the
                         NEW PROVIDENCE INVESTMENT TRUST

                           INSTITUTIONAL CLASS SHARES
________________________________________________________________________________

                                   Prospectus
                               September 29, 2000

The Wisdom Fund ("Fund") seeks to provide  investors with a maximum total return
consisting of any combination of capital appreciation,  realized and unrealized,
and income under the constantly varying market conditions. The Fund will seek to
achieve this  objective  by  investing as closely as possible in the  securities
known to be owned by Berkshire Hathaway Holdings.

This Fund is NOT  affiliated  in any way with  Berkshire  Hathaway.  There is no
connection in any manner between the management of Berkshire  Hathaway Holdings,
the public  corporation,  and that of the Wisdom Fund,  a registered  investment
company.  The Wisdom  Fund simply  seeks to emulate as closely as  possible  the
investment management policies of Berkshire Hathaway Holdings.



                               Investment Adviser
                               ------------------

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

                                 1-877-352-0020
                               www.wisdomfund.com




The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

Mutual fund shares are not deposits or  obligations  of, or  guaranteed  by, any
depository  institution.  Shares are not  insured by the FDIC,  Federal  Reserve
Board,  or any other  agency  and are  subject  to  investment  risks  including
possible  loss of  principal  amount  invested.  Neither the Fund nor the Fund's
distributor  is a bank.  You should  read the  prospectus  carefully  before you
invest or send money.


<PAGE>



                                TABLE OF CONTENTS



                                                                         Page


INVESTMENT OBJECTIVE........................................................2

PRINCIPAL INVESTMENT STRATEGIES.............................................2

PRINCIPAL RISKS OF INVESTING IN THE FUND....................................3

FEES AND EXPENSES OF THE FUND...............................................4

MANAGEMENT OF THE FUND......................................................5

THE ADMINISTRATOR...........................................................6

THE TRANSFER AGENT..........................................................6

BROKERAGE PRACTICES.........................................................6

PURCHASING FUND SHARES......................................................7

REDEEMING FUND SHARES.......................................................9

DIVIDENDS, DISTRIBUTIONS, AND TAXES........................................11

ADDITIONAL RISK DISCLOSURE.................................................11

PERFOrMANCE INFORMATION....................................................12

FINANCIAL HIGHLIGHTS.......................................................13

ADDITIONAL INFORMATION.............................................Back Cover

<PAGE>

                              INVESTMENT OBJECTIVE

The  Wisdom  Fund  seeks  to  provide  investors  with a  maximum  total  return
consisting of any combination of capital appreciation,  realized and unrealized,
and income under the constantly varying market conditions.



                         PRINCIPAL INVESTMENT STRATEGIES

The  Wisdom  Fund  seeks to  emulate  as  closely  as  possible  the  investment
management  policies of Berkshire Hathaway Holdings ("BHH").  The Fund will seek
to achieve this  objective by investing as closely as possible in the securities
known to be owned by BHH. BHH generally  holds  investments  in common stocks of
both publicly traded and privately held  companies.  The Fund's holdings will be
primarily comprised of both securities substantially identical to those publicly
traded  securities  owned by BHH,  and  securities  which the  adviser  believes
possess similar  characteristics  to those of the privately held companies owned
by Berkshire Hathaway, to the extent those investments by Berkshire Hathaway are
publicly  known.  It is the intent of the Fund to own each  security in the same
relative percentage as that security  represents the total investment  portfolio
of BHH.

The Fund will be  invested  primarily  in equity  securities.  The Fund may also
invest in investment-grade  fixed-income  securities,  money market instruments,
real estate securities,  precious metals securities,  futures and options to the
extent  permitted  under the  Investment  Company Act of 1940, as amended ("1940
Act") and consistent  with the investment  restrictions of the Fund as described
in the Statement of Additional Information ("SAI").

In  attempting  to  achieve  its  objective,  the Fund  may,  from time to time,
concentrate  its  investments in the securities of certain  industries  that are
known to be owned by BHH.  Under  such  circumstances,  the Fund may  invest  in
excess of 25% of its total assets in one or more industries. At other times, the
Fund's  concentration in any particular  industry may amount to less than 25% of
its total  assets.  It is  important  for  investors  to realize that the Fund's
decision  to  concentrate  or  not  to  concentrate  at any  given  time  is not
discretionary  and will, in all cases,  be as a direct result of the investments
known to be made by BHH.

The Fund will be guided by the following portfolio allocation principles:

o    To the extent public information is available, the Fund will seek to invest
     in securities that are substantially identical to securities held by BHH;

o    Due to  inefficiency  in  publicly  available  information  concerning  the
     securities  held by BHH,  it will not be possible at all times for the Fund
     to own 100% of the publicly  traded  securities held by BHH. The Fund will,
     however, seek to hold, at all times, not less than 65% of the Fund's assets
     in those securities.  It is also the intention of the Fund to own each such
     security in the same relative percentage as that security is held by BHH;

o    It will not be possible to invest in the privately held companies  owned by
     BHH.  The Fund will,  however,  attempt to identify  and invest in publicly
     traded companies with similar investment characteristics to those companies
     privately held by BHH;


                                       2
<PAGE>

o    The Fund will seek to manage its  portfolio in a manner that will allow the
     Fund to  qualify  as a  regulated  investment  company  ("RIC")  under  the
     Internal Revenue Code of 1986, as amended ("Code"), and so that it will not
     be subject to taxation as a corporation and will receive "pass through" tax
     treatment.  Classification as a RIC is central to the objective of the Fund
     and will adversely affect the performance of the Fund if such qualification
     is not achieved; and

o    It is  expected  that the Fund will have  securities  of  between  10 to 20
     companies in its portfolio at any given time.



                    PRINCIPAL RISKS OF INVESTING IN THE FUND

o    The Fund  will not be able to own the  same  portfolio  as BHH (as some BHH
     holdings are not publicly traded).

o    For a number of  reasons,  an investor in the Wisdom Fund should not expect
     that  the  investment  performance  of the Fund  will be able to track  the
     investment performance of BHH.

     1.   The assets in the Fund will likely never be identical to the assets in
          the portfolio of BHH because BHH has, in many cases,  acquired several
          companies in their  entirety  and has  purchased  companies  that were
          never publicly available.  The Fund will, therefore,  seek to identify
          alternate  investments which have similar investment  characteristics,
          market  volatility,  and can  reasonably  be  expected  to  respond to
          generate a similar investment return.

     2.   There are fees and expenses related to the management and distribution
          of the Fund that are not paid by  individuals  who invest  directly in
          BHH. See the "Fees and Expenses of the Fund" section for more detailed
          information.

     3.   There is no guarantee that the Fund's investment adviser will have the
          ability to purchase the  securities  on behalf of the Fund on terms as
          favorable as BHH has been able to purchase the same securities.

     4.   Investment  decisions  made by BHH are not always  known to the public
          even  immediately  after those decisions are made. The reputation that
          BHH enjoys in the investment community often results in price movement
          in securities  selected for inclusion in the BHH portfolio,  resulting
          in price  appreciation.  The  price of the  security  will  likely  be
          different  by the time the Fund  enters its  purchase  order,  and its
          brokerage  arrangements may result in different commissions being paid
          for the purchase of the same securities.

     5.   BHH  is a  corporation  subject  to  income  taxes.  The  Fund,  if it
          qualifies as a RIC for tax purposes, will not be subject to tax. Thus,
          the effect of income taxes paid by BHH is likely to be a divergence of
          long-term investment performance between BHH and the Fund, although it
          will be a divergence in favor of the Fund.  Nevertheless,  in order to
          qualify  as a RIC,  the Fund  will  need to comply  with  certain  tax
          requirements that will limit the Fund's investments.

     6.   Certain  investment  decisions  of BHH may be  strongly  guided by tax
          considerations not applicable to the Fund. Accordingly,  to the extent
          the Fund emulates BHH's investment  strategy,  the Fund may enter into
          certain securities  transactions,  or fail to sell certain securities,
          that would not  necessarily  be entered into if the Fund were actively
          managed.



                                       3
<PAGE>

The Fund is a non-diversified  portfolio under the 1940 Act, which means that it
may  invest a greater  proportion  of its  assets in the  securities  of a small
number of issuers than a diversified  investment  company.  In this regard,  the
fund is not subject to the general limitation with respect to 75% of its assets,
that it will not invest more than 5% of its total assets in the  securities of a
single issuer. As a result, because the Fund is permitted greater flexibility to
invest  its  assets in the  obligations  of a single  issuer,  it is  exposed to
increased risk of loss if such an investment underperforms expectations.

Concentration.  Another area of risk involves the potential concentration of the
Fund's  assets in  securities  of  particular  industries.  Because  the  Fund's
investments  may, from time to time, be concentrated  in particular  industries,
the value of its shares may be  especially  sensitive  to factors  and  economic
risks that  specifically  affect those  industries and, as a result,  the Fund's
share price may fluctuate  more widely than the value of shares of a mutual fund
that  invests  in a  broader  range  of  industries.  Additionally,  some of the
industries  in which the Fund may invest could be subject to greater  government
regulation than other industries and, therefore,  changes in regulatory policies
for those  industries  may have a  material  effect  on the value of  securities
issued by companies in those industries.


                          FEES AND EXPENSES OF THE FUND

This table  describes the fees and expenses that you may pay if you buy and hold
Institutional Class Shares of the Fund:

                 Shareholder Fees for Institutional Class Shares
                    (fees paid directly from your investment)
                    -----------------------------------------

  Maximum sales charge (load) imposed on purchases
     (as a percentage of offering price) ...........................None
  Redemption fee ...................................................None


        Annual Fund Operating Expenses for the Institutional Class Shares
                  (expenses that are deducted from Fund assets)
                  ---------------------------------------------

  Management Fees...................................................0.50%
  Distribution and/or Service (12b-1) Fees..........................None
  Other Expenses....................................................4.55%
                                                                    -----
  Total Annual Fund Operating Expenses*.............................5.05%
     Fee Waivers and/or Expense Reimbursements.....................(3.55)%
                                                                    ----
     Net Expenses...................................................1.50%
                                                                    =====

*    "Total  Annual Fund  Operating  Expenses"  are based upon  actual  expenses
     incurred by the Institutional  Class Shares of the Fund for the fiscal year
     ended May 31, 2000.  The Adviser has entered into a  contractual  agreement
     with the Fund under  which it has agreed to waive or reduce its fees and to
     assume other  expenses of the Fund, if necessary,  in an amount that limits
     "Total  Annual Fund  Operating  Expenses"  (exclusive  of interest,  taxes,
     brokerage fees and commissions,  extraordinary  expenses,  and payments, if
     any,  under a Rule 12b-1 Plan) to not more than 1.50% of the average  daily
     net  assets of the  Institutional  Class  Shares of the Fund for the fiscal
     year ending May 31, 2001.  It is expected  that the  contractual  agreement
     will continue from  year-to-year  provided such  continuance is approved by
     the Board of Trustees. See the "Expense Limitation Agreement" section below
     for more detailed information.



                                       4
<PAGE>

EXAMPLE:  This Example shows you the expenses you may pay over time by investing
in the Fund.  It should  help you  compare  the costs of  investing  in the Fund
versus other funds. The projections are based upon a hypothetical  investment of
$10,000.  The projection  assumes a 5% total investment return, and assumes that
the Fund's  expenses  will  remain  exactly the same,  although  fee waivers and
reimbursements made in accordance with the Expense Limitation  Agreement are not
reflected  in the  three,  five,  and ten years  examples.  Both  scenarios  are
unlikely to occur simultaneously, so the projection should be considered only an
estimate. Your actual costs will almost certainly be higher or lower.

-------------------- -------------- -------------- -------------- --------------
 Number of Years         1 Year         3 Years        5 Years       10 Years
-------------------- -------------- -------------- -------------- --------------
      Fees                $153          $1,197          $2,241        $4,846
-------------------- -------------- -------------- -------------- --------------


                             MANAGEMENT OF THE FUND

The Fund is a series of New Providence  Investment Trust  ("Trust"),  which is a
registered open-end  management  investment company organized as a Massachusetts
business  trust on July 9, 1997.  The Fund is  currently  the only series of the
Trust.  Series of the Trust are authorized to offer multiple  classes of shares.
In addition to the Institutional  Class Shares of the Fund, the Fund also offers
Investor  Class  Shares,  Class B Shares,  and Class C Shares,  all of which are
offered by other prospectuses.

The  Fund's  investment  adviser is Atlanta  Investment  Counsel,  LLC ("AIC" or
"Adviser")  which,  subject to the  supervision and direction of the Trustees of
the Fund, has overall  responsibility for the general management of the Fund and
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  pursuant to an Investment  Advisory  Agreement
with the Trust..  AIC is an investment  adviser  registered under the Investment
Advisers Act of 1940, as amended. AIC is located at 2771  Carmon-on-Wesley,  NW,
Suite 100, Atlanta, Georgia 30327.

A team of portfolio  managers will be responsible  for selecting  investments on
behalf of the Fund. C. Douglas Davenport,  J.D., John K. Donaldson  (controlling
member of the Adviser),  and Kyle Tomlin,  CFA are  responsible  for  day-to-day
management of the Fund.  Mr.  Davenport has been involved with the Adviser since
its  inception.  Previously,  Mr.  Davenport  served as a  stockbroker  and held
advisory  positions  with various  investment  company  service  providers.  Mr.
Donaldson is also the  controlling  member of another  investment  adviser,  New
Providence Capital  Management,  L.L.C., an affiliate of AIC. Messrs.  Donaldson
and Tomlin have been with the Adviser  since its  formation.  Mr.  Donaldson has
been  involved  with that adviser and its  predecessors  since 1987.  Mr. Tomlin
served in portfolio  management for Donaldson & Co.,  Incorporated  from 1994 to
1997, and with New Providence Capital Management, L.L.C. since 1997.

As  compensation  for managing the Fund,  the Fund pays AIC a monthly fee at the
annual rate of 0.50% of the first $500  million of the average  daily net assets
of the Fund and  0.40% on  assets  over  $500  million.  AIC  waived  all of its
investment advisory fees for the fiscal year ended May 31, 2000.

In addition to the  management  fees,  the Fund pays all expenses not assumed by
AIC,  including,  without  limitation:  the fees and expenses of its independent
accountants  and of its legal counsel;  the costs of printing and mailing annual
and  semi-annual  reports  to  shareholders,  proxy  statements,   prospectuses,
prospectus supplements,  and statements of additional information;  the costs of
printing registration statements; bank transaction charges and custodian's fees;
any proxy  solicitors' fees and expenses;  registration  and/or filing fees; any
federal,  state,  or local income or other taxes;  any interest;  any membership
fees of the Investment  Company  Institute and similar  organizations;  fidelity
bond and Trustees' liability insurance premiums; and any extraordinary expenses,
such as indemnification payments or damages awarded in litigation or settlements
made. All general Trust  expenses are allocated  among and charged to the assets
of the  Trust's  series on a basis  that the Board of  Trustees  deems  fair and
equitable,  which may be on the basis of  relative  net assets of each series or
the nature of the services performed and relative applicability to each series.

                                       5
<PAGE>

Expense Limitation Agreement.  In the interest of limiting expenses of the Fund,
the Adviser  has entered  into an expense  limitation  agreement  with the Trust
("Expense  Limitation  Agreement"),  pursuant to which the Adviser has agreed to
waive or limit its fees and to assume  other  expenses so that the total  annual
operating  expenses  of  the  Fund  (other  than  interest,   taxes,   brokerage
commissions,  other  expenditures  which  are  capitalized  in  accordance  with
generally  accepted  accounting  principles,  other  extraordinary  expenses not
incurred in the ordinary course of each Fund's  business,  and amounts,  if any,
payable pursuant to a Rule 12b-1 Plan) are limited to 1.50% of the average daily
net assets of the Institutional  Class Shares of the Fund for the fiscal year to
end  May  31,  2001.  The  Expense  Limitation  Agreement  shall  continue  from
year-to-year provided such continuance is specifically approved by a majority of
the Trustees of the Trust who (i) are not  "interested  persons" of the Trust or
any other party to this  Expense  Limitation  Agreement,  as defined in the 1940
Act, and (ii) have no direct or indirect  financial interest in the operation of
this Expense Limitation Agreement.

The Fund may at a later date  reimburse  the  Adviser  for the  management  fees
waived  or  limited,  and/or  other  expenses  assumed  and paid by the  Adviser
pursuant to the Expense Limitation Agreement during any of the previous five (5)
fiscal  years,  provided  that the Fund has reached a  sufficient  asset size to
permit such  reimbursement  to be made without  causing the total annual expense
ratio of the Fund to exceed the percentage limits stated above. Consequently, no
reimbursement by the Fund will be made unless:  (i) the Fund's assets exceed $20
million;  (ii) the Fund's total annual expense ratio is less than the percentage
stated above; and (iii) the payment of such  reimbursement  has been approved by
the Trust's Board of Trustees on a quarterly basis.


                                THE ADMINISTRATOR

Pursuant to an agreement, The Nottingham Company, Inc. ("Administrator") assists
the Trust in the performance of its administrative responsibilities to the Fund,
coordinates  the  services of each vendor of services to the Fund,  and provides
the Fund with other necessary  administrative,  fund accounting,  and compliance
services.  In addition,  the  Administrator  makes  available  the office space,
equipment,  personnel,  and facilities  required to provide such services to the
Fund.


                               THE TRANSFER AGENT

NC  Shareholder  Services,  LLC  ("NCSS")  serves  as  the  transfer  agent  and
dividend-disbursing agent of the Fund. NCSS's address is the same as the address
of the Fund.


                               BROKERAGE PRACTICES

In selecting  brokers and  dealers,  AIC may  consider  research  and  brokerage
services furnished to either company or their affiliates. Subject to seeking the
most favorable net price and execution available,  AIC and each Adviser may also
consider sales of shares of the Fund as a factor in the selection of brokers and
dealers.  Certain  securities  trades will be cleared  through  Donaldson & Co.,
Incorporated,  a registered  broker-dealer affiliate of AIC. The Trustees review
the brokerage policies and rates regularly.

                                       6
<PAGE>

The 1940 Act generally prohibits the Fund from engaging in principal  securities
transactions with an affiliate of AIC unless pursuant to an exemptive order from
the SEC.  The Fund  may  apply  for such  exemptive  relief.  The Fund  does not
consider broker-dealer  affiliates of an investment adviser to one fund to be an
affiliate  of the  investment  advisers to other funds for which the  investment
adviser does not provide  investment  advice.  The Fund has adopted  procedures,
prescribed  by Section  17(e)(2)(A)  of the 1940 Act and Rule 17e-1  thereunder,
which  are  reasonably  designed  to  provide  that  any  commission  it pays to
affiliates of AIC does not exceed the usual and customary  broker's  commission.
In  addition,  the Fund  will  adhere to  Section  11(a) of the 1934 Act and any
applicable  rules  thereunder  governing  floor  trading.  The Fund has  adopted
procedures  permitting it to purchase  securities,  under  certain  restrictions
prescribed  by a rule  under  the 1940  Act,  in a public  offering  in which an
affiliate of AIC or Adviser is an underwriter.


                             PURCHASING FUND SHARES

Institutional  Class Shares are sold and redeemed at net asset value. Shares may
be purchased by any account  managed by the Adviser and any other  broker-dealer
authorized  to sell  shares in the  Fund.  The  minimum  initial  investment  is
$25,000.  The  minimum  additional  investment  is $250.  The Fund  may,  in the
Adviser's sole  discretion,  accept certain  accounts with less than the minimum
investment.  The price at which a purchase or redemption is effected is based on
the next  calculation of net asset value after an order is received in good form
from a shareholder  investing in or redeeming from the Fund. Net asset value per
share is  calculated  for  purchases  and  redemption  of  shares of the Fund by
dividing  the value of total  Fund  assets,  less  liabilities  (including  Fund
expenses, which are accrued daily), by the total number of outstanding shares of
that Fund.  The net asset value per share of the Fund is  determined at the time
trading  closes on the New York Stock  Exchange  ("NYSE"),  currently  4:00 p.m.
Eastern time,  Monday through Friday,  except on business holidays when the NYSE
is closed.

Regular  Mail  Orders.  Payment  for shares must be made by check or money order
from a U.S.  bank and payable in U.S.  dollars.  If checks are  returned  due to
insufficient  funds or other  reasons,  the  Fund  will  charge a $20 fee or may
redeem  shares of the Fund  already  owned by the  purchaser to recover any such
loss.  For  regular  mail  orders,  please  complete  the  attached  Fund Shares
Application and mail it, with your check made payable to the "Wisdom Fund," to:

        Wisdom Fund
        Institutional Class Shares
        c/o NC Shareholder Services
        107 North Washington Street
        Post Office Box 4365
        Rocky Mount, North Carolina  27803-0365

The  application  must contain your Social  Security Number ("SSN") and Taxpayer
Identification  Number ("TIN"). If you have applied for a SSN or TIN at the time
of completing your account application, please indicate this on the application.
Taxes are not  withheld  from  distributions  to U.S.  investors  if certain IRS
requirements regarding SSNs and TINs are met.

                                       7
<PAGE>

Bank Wire  Orders.  Purchases  may also be made  through  bank wire  orders.  To
establish a new account or add to an existing  account by wire,  please call the
Fund  at  1-800-773-3863,  before  wiring  funds,  to  advise  the  Fund  of the
investment,  dollar amount, and the account identification number. Additionally,
please have your bank use the following wire instructions to:

        First Union National Bank of North Carolina
        Charlotte, North Carolina
        ABA # 053000219
        For the Wisdom Fund - Institutional Class Shares
        Acct. # 2000001293241
        For further credit to (shareholder's name and SSN or TIN)

Additional Investments.  You may also add to your account by mail or wire at any
time by purchasing shares at the then current public offering price. The minimum
additional  investment is $250.  Before adding funds by bank wire, please notify
the  Fund  at  1-800-773-3863  and  following  the  above  directions  for  wire
purchases.  Mail orders should include, when possible, the "Invest by Mail" stub
which  is  attached  to your  Fund  confirmation  statement.  Otherwise,  please
identify your account in your letter.

Exchange Feature.  You may exchange shares of the Fund for  Institutional  Class
Shares of any other  series of the Trust  offered for sale in the state in which
you  reside.   Prior  to  making  an  investment  decision  or  giving  us  your
instructions  to exchange  shares,  please read the prospectus for the series in
which you wish to invest.

A pattern of frequent purchase and redemption  transactions is considered by the
Adviser to not be in the best interest of the  shareholders  of the Fund. Such a
pattern may, at the discretion of the Adviser,  be limited by the Fund's refusal
to accept  further  purchase  and/or  exchange  orders form an  investor,  after
providing the investor with 60-days' prior notice.

The Board of Trustees  reserves the right to suspend or terminate,  or amend the
terms  of,  the  exchange   privilege  upon  60-days'   written  notice  to  the
shareholders.

Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
fund will  automatically  charge the checking  account for the amount  specified
($100  minimum),  which will be  automatically  invested in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or  discontinue  the plan at any time by writing to
the Fund.

Stock  Certificates.  You do not have the option of receiving stock certificates
for your  shares.  Evidence of  ownership  will be given by issuance of periodic
account statements that will show the number of shares owned.

Frequent Trading. A pattern of frequent purchase and redemption  transactions is
considered by the Adviser to not be in the best interest of the  shareholders of
the Fund.  Such a pattern may, at the  discretion of the Adviser,  be limited by
the Fund's refusal to accept further  purchase  and/or  exchange  orders form an
investor, after providing the investor with 60-days' prior notice.

                                       8
<PAGE>


                              REDEEMING FUND SHARES

Regular Mail  Redemptions.  Your request should be addressed to the Wisdom Fund,
c/o NC Shareholder Services,  107 North Washington Street, Post Office Box 4365,
Rocky Mount,  North  Carolina  27803-0365.  Your request for  redemption  should
include:

o    Your letter of  instruction  specifying  the  account  number and number of
     shares, or the dollar amount,  to be redeemed.  This request must be signed
     by all  registered  shareholders  in the  exact  names  in  which  they are
     registered;

o    Any required signature guarantees (see "Signature Guarantees" below); and

o    Other  supporting  legal  documents,  if  required  in the case of estates,
     trusts, guardianships,  custodianships, corporations, partnerships, pension
     or profit sharing plans, and other organizations.

Your redemption  proceeds will be sent to you within seven days after receipt of
your redemption  request.  However,  the Fund may delay  forwarding a redemption
check for recently  purchased  shares while it  determines  whether the purchase
payment will be honored.  Such delay (which may take up to fifteen days from the
date of purchase) may be reduced or avoided if the purchase is made by certified
check or wire transfer.  In all cases, the net asset value next determined after
receipt of the request for redemption  will be used in processing the redemption
request.

Telephone and Bank Wire Redemptions. You may also redeem shares by telephone and
bank wire under certain limited conditions.  The Fund will redeem shares in this
manner when so requested by the  shareholder  only if the  shareholder  confirms
redemption instructions in writing.

The Fund may rely upon  confirmation  of  redemption  requests  transmitted  via
facsimile (FAX # 252-972-1908). The confirmation instructions must include:

o    Designation of Class (Institutional Class Shares),
o    Shareholder name and account number,
o    Number of shares or dollar amount to be redeemed,
o    Instructions for transmittal of redemption funds to the shareholder, and
o    Shareholder  signature as it appears on the  application  then on file with
     the Fund.

Redemption  proceeds will not be distributed  until written  confirmation of the
redemption  request is received,  per the instructions  above. You can choose to
have redemption  proceeds mailed to you at your address of record, your bank, or
to any other authorized  person,  or you can have the proceeds sent by bank wire
to your bank ($5,000 minimum). Shares of the Fund may not be redeemed by wire on
days  your  bank is not  open  for  business.  You can  change  your  redemption
instructions  anytime you wish by filing a letter  including your new redemption
instructions with the Fund. See "Signature Guarantees" below.

The Fund in its discretion may choose to pass through to redeeming  shareholders
any  charges  imposed  by the  Custodian  for wire  redemptions.  The  Custodian
currently  charges  the  Fund  $10.00  per  transaction  for  wiring  redemption
proceeds. If this cost is passed through to redeeming  shareholders by the Fund,
the charge will be deducted  automatically  from your account by  redemption  of
shares in your account. Your bank or brokerage firm may also impose a charge for
processing the wire. If wire transfer of funds is impossible or impractical, the
redemption proceeds will be sent by mail to the designated account.



                                       9
<PAGE>

You may redeem shares,  subject to the procedures outlined above, by calling the
Fund at  1-800-773-3863.  Redemption  proceeds  will  only  be sent to the  bank
account or person named in your Fund Shares  Application  currently on file with
the Fund. Unless you specifically decline telephone redemption privileges on you
Fund Share Application, you may redeem Fund shares over the telephone. Telephone
redemption  privileges authorize the Fund to act on telephone  instructions from
any person  representing  himself or herself to be the investor  and  reasonably
believed by the Fund to be genuine. The Fund will employ reasonable  procedures,
such  as  requiring  a  form  of  personal   identification,   to  confirm  that
instructions are genuine,  and if it does not follow such  procedures,  the Fund
will be liable for any losses due to fraudulent or unauthorized instructions. In
general, if the Fund sends written  transaction  confirmations and if you do not
specifically  decline  telephone  redemption   privileges  on  the  Fund  Shares
Application,  the Fund will not be liable for following  telephone  instructions
reasonably believed to be genuine.  Therefore,  you have the risk of loss due to
unauthorized or fraudulent instructions.

Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees  are required to be sure that you are the person who has authorized a
change in  registration  or standing  instructions  for your account.  Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application,  and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer,  securities exchange,
or association clearing agency and must appear on the written request for change
of registration,  establishment or change in exchange privileges,  or redemption
request.

Systematic  Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$2,500  or more  at the  current  offering  price  may  establish  a  Systematic
Withdrawal  Plan to receive a monthly or quarterly  check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem  sufficient  shares from your  account to meet the  specified  withdrawal
amount.  The  shareholder  may  establish  this service  whether  dividends  and
distributions  are  reinvested  in shares  of the Fund or paid in cash.  Call or
write the Fund for an application form.

All shares are purchased and redeemed in accordance  with the Fund's Amended and
Restated Declaration of Trust and By-Laws. Redemptions from retirement plans may
be subject to federal income tax withholding.

Sales and redemptions of shares of the same class by the same shareholder on the
same day will be netted for the Fund. All redemption  requests will be processed
and payment with respect  thereto will  normally be made within seven days after
tenders. The Fund may suspend redemption,  if permitted by the 1940 Act, for any
period  during which the NYSE is closed or during which trading is restricted by
the  Securities and Exchange  Commission  ("SEC") or if the SEC declares that an
emergency  exists.  Redemptions  may  also be  suspended  during  other  periods
permitted  by  the  SEC  for  the   protection   of  the  Fund's   shareholders.
Additionally,  during drastic economic and market changes,  telephone redemption
privileges  may be  difficult  to  implement.  Also,  if the  Board of  Trustees
determines  that it would be  detrimental  to the best  interest  of the  Fund's
remaining  shareholders  to make  payment in cash,  the Fund may pay  redemption
proceeds  in whole or in part by a  distribution-in-kind  of readily  marketable
securities.

Minimum  Account  Size.  The  Board of  Trustees  reserves  the  right to redeem
involuntarily  any account  having a net asset value of less than $1,000 (due to
redemptions,  exchanges,  or  transfers,  and not  due to  market  action)  upon
60-days' written notice.  If the shareholder  brings his account net asset value
up to at  least  $1,000  during  the  notice  period,  the  account  will not be
redeemed.

                                       10
<PAGE>

                       DIVIDENDS, DISTRIBUTIONS, AND TAXES

The  following  information  is meant as a general  summary for U.S.  taxpayers.
Additional tax information  appears in the SAI.  Shareholders  should rely their
own tax advisors for advice about the particular  federal,  state, and local tax
consequences to them of investing in the Fund.

The Fund will distribute most of its income and gains to its shareholders  every
year.  Income  dividends,  if any,  will be paid  quarterly  and  capital  gains
distributions,  if any, will be made at least  annually.  Although the Fund will
not be taxed on amounts it  distributes,  shareholders  will generally be taxed,
regardless of whether  distributions  are received in cash or are  reinvested in
additional Fund shares. A particular  distribution  generally will be taxable as
either  ordinary  income or  long-term  capital  gains.  If a Fund  designates a
distribution as a capital gain distribution,  it will be taxable to shareholders
as long-term  capital  gains,  regardless  of how long they have held their Fund
shares.

If the Fund declares a dividend in October, November, or December but pays it in
January, it may be taxable to shareholders as if they received it in the year it
was declared.  Each year each shareholder will receive a statement detailing the
tax status of any Fund distributions for that year.

Distributions may be subject to state and local taxes, as well as federal taxes.

Shareholders  who  hold  Fund  shares  in  a  tax-deferred  account,  such  as a
retirement plan,  generally will not have to pay tax on Fund distributions until
they receive distributions from the account.

A shareholder who sells or redeems shares will generally  realize a capital gain
or loss,  which will be long-term or  short-term,  generally  depending upon the
shareholder's  holding period for the Fund shares.  An exchange of shares may be
treated as a sale and subject to federal income taxes.

As with all mutual  funds,  the Fund may be required to  withhold  U.S.  federal
income  tax  at  the  rate  of  31% of  all  taxable  distributions  payable  to
shareholders   who  fail  to  provide  the  Fund  with  their  correct  taxpayer
identification  numbers  or to make  required  certifications,  or who have been
notified  by the IRS  that  they  are  subject  to  backup  withholding.  Backup
withholding  is not an  additional  tax;  rather,  it is a way in which  the IRS
ensures it will  collect  taxes  otherwise  due.  Any  amounts  withheld  may be
credited against a shareholder's U.S. federal income tax liability.


                           ADDITIONAL RISK DISCLOSURE

The  Trustees,  Adviser,  and  Administrator  to this  Fund  feel  that  certain
additional  information  should be available to the shareholder,  as part of the
fiduciary  responsibility  implied and required of these parties.  The following
information falls into that category, and is provided here for those who feel it
is helpful in their investment decision-making process:

o    The  Fund  will be  valued  at net  asset  value,  using  the  total of the
     securities valued in the portfolio less the Fund's accrued liabilities,  as
     a determinant of total and per share value.  BHH is a corporation,  and its
     stock is  traded  on the NYSE.  The  investment  return of the Fund will be
     dependent  solely upon the direct  investments  held by the Fund. The share
     price of BHH, in  contrast,  is based upon the market  valuation  of BHH as
     that company's  stock is traded on the NYSE.  Factors taken into account by
     investors  buying and selling BHH shares may be dependent upon many factors
     (as with any common  stock),  which will not  necessarily be limited to the
     investments held by BHH in its own portfolio.

                                       11
<PAGE>

o    While the Fund will invest  primarily in common  stocks and bonds traded in
     U.S. securities markets, some of the Fund's investments may include foreign
     securities,  illiquid  securities,  and securities  purchased  subject to a
     repurchase  agreement or on a  "when-issued"  basis,  which involve certain
     risks.  To the extent that equity  securities  will generally  comprise the
     primary portion of the Fund's portfolio, the Fund's net asset value will be
     subject to stock  market  fluctuation,  and a decline in the amount of your
     principal  investment  is a risk of investing  in the Fund.  The Fund's net
     asset  value  may also  fluctuate  due to  fluctuation  in the value of the
     fixed-income  securities  in the  portfolio  as a result of  changes in the
     market  interest  rate,  downgrading  of the  rating of a  particular  debt
     instrument,  or other  changes in the interest rate and fixed income market
     environment.  The Fund may borrow  only under  certain  limited  conditions
     (including to meet redemption requests) and not to purchase securities.  It
     is not  the  intent  of the  Fund  to  borrow  except  for  temporary  cash
     requirements.  Borrowing,  if done, would tend to exaggerate the effects of
     market and interest rate  fluctuations  on the Fund's net asset value until
     repaid.

o    The  Fund  intends  to  limit  its   investments   so  as  to  comply  with
     diversification   requirements   for  RIC's   imposed  by  the  Code,   for
     qualification  as a RIC. The Fund spreads  investment  risk by limiting its
     holdings  in any one  company  or  industry.  Nevertheless,  the Fund  will
     experience  price  volatility,  the extent of which will be affected by the
     types of  securities  and  techniques  the Fund uses.  The  Adviser may use
     various investment techniques to hedge risks,  including  derivatives,  but
     there is no guarantee that these strategies will work as intended.



                             PERFORMANCE INFORMATION

Because the Fund has not been in operation for an entire calendar year, there is
no  performance  information  to  report  for an  annual  period.  However,  the
financial   highlights   for  the  fiscal  year  ended  May  31,  2000  for  the
Institutional   Class  Shares  of  the  Fund  are  included   under   "Financial
Highlights."


                                       12
<PAGE>

                              FINANCIAL HIGHLIGHTS

The  financial  data  included  in the table below for the  Institutional  Class
Shares have been derived  from audited  financial  statements  of the Fund.  The
financial  data for the  fiscal  year ended May 31,  2000 and the fiscal  period
ended May 31,  1999,  have been  audited by Deloitte & Touche  LLP,  independent
auditors,  whose  report  covering  such  year and  period  is  incorporated  by
reference into the SAI. This information  should be read in conjunction with the
Fund's latest audited annual financial  statements and notes thereto,  which are
also  incorporated by reference into the SAI, a copy of which may be obtained at
no charge by calling the Fund. Further  information about the performance of the
Fund is contained in the Annual  Report of the Fund, a copy of which may also be
obtained at no charge by calling the Fund at 1-800-773-3863.

                           INSTITUTIONAL CLASS SHARES
                (For a Share Outstanding Throughout each Period)
<TABLE>
<S>                                                                   <C>                   <C>

===================================================================== ===================== =====================
                                                                           Year ended           Period ended
                                                                          May 31, 2000        May 31, 1999 (a)
===================================================================== ===================== =====================
Net asset value, beginning of period                                          $9.91                $10.00

   Income from investment operations
       Net investment income                                                   0.18                  0.04
       Net realized and unrealized (loss) gain on investments                 (0.01)                (0.09)
                                                                              ------                ------
          Total from investment operations                                     0.17                 (0.05)
                                                                               ----                 ------

   Distributions to shareholders from
       Net investment income                                                  (0.18)                (0.04)
                                                                              ------                ------

Net asset value, end of period                                                $9.90                 $9.91
                                                                              =====                 =====
Total return                                                                   1.64 %               (0.45)% (b)
                                                                               ====                 ======

Ratios/supplemental data
    Net assets, end of period                                              $2,710,312             $498,213
                                                                           ==========             ========

    Ratio of expenses to average net assets
       Before expense reimbursements and waived fees                           5.05 %               23.94 % (c)
       After expense reimbursements and waived fees                            0.00 %                0.00 % (c)

     Ratio of net investment (loss) income to average net assets
       Before expense reimbursements and waived fees                          (2.87)%              (22.69)% (c)
       After expense reimbursements and waived fees                            2.18 %                1.26 % (c)

     Portfolio turnover rate                                                  41.69 %               7.04 %

(a)  For the period from February 16, 1999  (commencement  of operations) to May
     31, 1999.
(b)  Not annualized.
(c)  Annualized.

</TABLE>

                                       13
<PAGE>

________________________________________________________________________________

                                   WISDOM FUND

                           INSTITUTIONAL CLASS SHARES
________________________________________________________________________________


                             ADDITIONAL INFORMATION

Additional  information  about the Fund is available in the Fund's SAI, which is
incorporated by reference into this prospectus. Additional information about the
Fund's  investments  is also  available  in the Fund's  Annual  and  Semi-annual
Reports to  shareholders.  The Fund's Annual Report will include a discussion of
market  conditions and investment  strategies  that  significantly  affected the
Fund's performance during its last fiscal year.

The SAI and the Annual and Semi-annual  Reports will be available free of charge
upon  request  (you may also request  other  information  about the Fund or make
shareholder inquiries) by contacting the Fund:


         By telephone:            1-800-773-3863


         By mail:                 Wisdom Fund
                                  Institutional Class Shares
                                  c/o NC Shareholder Services
                                  107 North Washington Street
                                  Post Office Box 4365
                                  Rocky Mount, NC  27803-0365


         By e-mail:               [email protected]


         On the Internet:         www.wisdomfund.com


Information  about the Fund can also be reviewed  and copied at the SEC's Public
Reference  Room in  Washington,  D.C.  Inquiries on the operations of the public
reference  room may be made by calling  the SEC at  1-202-942-8090.  Reports and
other  information  about the Fund are  available on the SEC's  Internet site at
http://www.sec.gov, and copies of this information may be obtained, upon payment
of a duplicating  fee, by electronic  request at the following  e-mail  address:
[email protected],   or  by  writing  the  SEC's  Public   Reference   Section,
Washington, D.C. 20549-0102.







Investment Company Act file number 811-08295

<PAGE>

Class B Shares CUSIP Number 648224400
Class C Shares CUSIP Number 648224509
Investor Class Shares CUSIP Number 648224301

________________________________________________________________________________

                                   WISDOM FUND

                                 A series of the
                         NEW PROVIDENCE INVESTMENT TRUST

                                 CLASS B SHARES
                                 CLASS C SHARES
                              INVESTOR CLASS SHARES
________________________________________________________________________________

                                   Prospectus
                               September 29, 2000


The Wisdom Fund ("Fund") seeks to provide  investors with a maximum total return
consisting of any combination of capital appreciation,  realized and unrealized,
and income under the constantly varying market conditions. The Fund will seek to
achieve this  objective  by  investing as closely as possible in the  securities
known to be owned by Berkshire Hathaway Holdings.

This Fund is NOT  affiliated  in any way with  Berkshire  Hathaway.  There is no
connection in any manner between the management of Berkshire  Hathaway Holdings,
the public  corporation,  and that of the Wisdom Fund,  a registered  investment
company.  The Wisdom  Fund simply  seeks to emulate as closely as  possible  the
investment management policies of Berkshire Hathaway Holdings.



                               Investment Adviser
                               ------------------

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

                                 1-877-352-0020
                               www.wisdomfund.com




The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

Mutual fund shares are not deposits or  obligations  of, or  guaranteed  by, any
depository  institution.  Shares are not  insured by the FDIC,  Federal  Reserve
Board,  or any other  agency  and are  subject  to  investment  risks  including
possible  loss of  principal  amount  invested.  Neither the Fund nor the Fund's
distributor  is a bank.  You should  read the  prospectus  carefully  before you
invest or send money.


<PAGE>



                                TABLE OF CONTENTS


                                                                        Page


INVESTMENT OBJECTIVE.......................................................2

PRINCIPAL INVESTMENT STRATEGIES............................................2

PRINCIPAL RISKS OF INVESTING IN THE FUND...................................3

FEES AND EXPENSES OF THE FUND..............................................4

MANAGEMENT OF THE FUND.....................................................5

THE ADMINISTRATOR..........................................................6

THE TRANSFER AGENT.........................................................6

BROKERAGE PRACTICES........................................................6

PURCHASING FUND SHARES.....................................................7

REDEEMING FUND SHARES.....................................................12

DISTRIBUTION OF THE FUND'S SHARES.........................................14

DIVIDENDS, DISTRIBUTIONS AND TAXES........................................15

ADDITIONAL RISK DISCLOSURE................................................15

PERFORMANCE INFORMATION...................................................16

FINANCIAL HIGHLIGHTS......................................................17

ADDITIONAL INFORMATION............................................Back Cover

<PAGE>

                              INVESTMENT OBJECTIVE

The  Wisdom  Fund  seeks  to  provide  investors  with a  maximum  total  return
consisting of any combination of capital appreciation,  realized and unrealized,
and income under the constantly varying market conditions.


                         PRINCIPAL INVESTMENT STRATEGIES

The  Wisdom  Fund  seeks to  emulate  as  closely  as  possible  the  investment
management  policies of Berkshire Hathaway Holdings ("BHH").  The Fund will seek
to achieve this  objective by investing as closely as possible in the securities
known to be owned by BHH. BHH generally  holds  investments  in common stocks of
both publicly traded and privately held  companies.  The Fund's holdings will be
primarily comprised of both securities substantially identical to those publicly
traded  securities  owned by BHH,  and  securities  which the  adviser  believes
possess similar  characteristics  to those of the privately held companies owned
by Berkshire Hathaway, to the extent those investments by Berkshire Hathaway are
publicly  known.  It is the intent of the Fund to own each  security in the same
relative percentage as that security  represents the total investment  portfolio
of BHH.

The Fund will be  invested  primarily  in equity  securities.  The Fund may also
invest in investment-grade  fixed-income  securities,  money market instruments,
real estate securities,  precious metals securities,  futures and options to the
extent  permitted  under the  Investment  Company Act of 1940, as amended ("1940
Act") and consistent  with the investment  restrictions of the Fund as described
in the Statement of Additional Information ("SAI").

In  attempting  to  achieve  its  objective,  the Fund  may,  from time to time,
concentrate  its  investments in the securities of certain  industries  that are
known to be owned by BHH.  Under  such  circumstances,  the Fund may  invest  in
excess of 25% of its total assets in one or more industries. At other times, the
Fund's  concentration in any particular  industry may amount to less than 25% of
its total  assets.  It is  important  for  investors  to realize that the Fund's
decision  to  concentrate  or  not  to  concentrate  at any  given  time  is not
discretionary  and will, in all cases,  be as a direct result of the investments
known to be made by BHH.

The Fund will be guided by the following portfolio allocation principles:

o    To the extent public information is available, the Fund will seek to invest
     in securities that are substantially identical to securities held by BHH;

o    Due to  inefficiency  in  publicly  available  information  concerning  the
     securities  held by BHH,  it will not be possible at all times for the Fund
     to own 100% of the publicly  traded  securities held by BHH. The Fund will,
     however, seek to hold, at all times, not less than 65% of the Fund's assets
     in those securities.  It is also the intention of the Fund to own each such
     security in the same relative percentage as that security is held by BHH;

o    It will not be possible to invest in the privately held companies  owned by
     BHH.  The Fund will,  however,  attempt to identify  and invest in publicly
     traded companies with similar investment characteristics to those companies
     privately held by BHH;

o    The Fund will seek to manage its  portfolio in a manner that will allow the
     Fund to  qualify  as a  regulated  investment  company  ("RIC")  under  the
     Internal Revenue Code of 1986, as amended ("Code"), and so that it will not
     be subject to taxation as a corporation and will receive "pass through" tax
     treatment.  Classification as a RIC is central to the objective of the Fund
     and will adversely affect the performance of the Fund if such qualification
     is not achieved; and

o    It is  expected  that the Fund will have  securities  of  between  10 to 20
     companies in its portfolio at any given time.  Principal Risks of Investing
     in the Fund

                                       2
<PAGE>

o    The Fund  will not be able to own the  same  portfolio  as BHH (as some BHH
     holdings are not publicly traded).

o    For a number of reasons, an investor in the Fund should not expect that the
     investment  performance  of the Fund will be able to track  the  investment
     performance of BHH.

     1.   The assets in the Fund will likely never be identical to the assets in
          the portfolio of BHH because BHH has, in many cases,  acquired several
          companies in their  entirety  and has  purchased  companies  that were
          never publicly available.  The Fund will, therefore,  seek to identify
          alternate  investments which have similar investment  characteristics,
          market  volatility,  and can  reasonably  be  expected  to  respond to
          generate a similar investment return.

     2.   There are fees and expenses related to the management and distribution
          of the Fund that are not paid by  individuals  who invest  directly in
          BHH. See the "Fees and Expenses of the Fund" section for more detailed
          information.

     3.   There is no guarantee that the Fund's investment adviser will have the
          ability to purchase the  securities  on behalf of the Fund on terms as
          favorable as BHH has been able to purchase the same securities.

     4.   Investment  decisions  made by BHH are not always  known to the public
          even  immediately  after those decisions are made. The reputation that
          BHH enjoys in the investment community often results in price movement
          in securities  selected for inclusion in the BHH portfolio,  resulting
          in price  appreciation.  The  price of the  security  will  likely  be
          different  by the time the Fund  enters its  purchase  order,  and its
          brokerage  arrangements may result in different commissions being paid
          for the purchase of the same securities.

     5.   BHH  is a  corporation  subject  to  income  taxes.  The  Fund,  if it
          qualifies as a RIC for tax purposes, will not be subject to tax. Thus,
          the effect of income taxes paid by BHH is likely to be a divergence of
          long-term investment performance between BHH and the Fund, although it
          will be a divergence in favor of the Fund.  Nevertheless,  in order to
          qualify  as a RIC,  the Fund  will  need to comply  with  certain  tax
          requirements that will limit the Fund's investments.

     6.   Certain  investment  decisions  of BHH may be  strongly  guided by tax
          considerations not applicable to the Fund. Accordingly,  to the extent
          the Fund emulates BHH's investment  strategy,  the Fund may enter into
          certain securities  transactions,  or fail to sell certain securities,
          that would not  necessarily  be entered into if the Fund were actively
          managed.

The Fund is a non-diversified  portfolio under the 1940 Act, which means that it
may  invest a greater  proportion  of its  assets in the  securities  of a small
number of issuers than a diversified  investment  company.  In this regard,  the
Fund is not subject to the general limitation with respect to 75% of its assets,
that it will not invest more than 5% of its total assets in the  securities of a
single issuer. As a result, because the Fund is permitted greater flexibility to
invest  its  assets in the  obligations  of a single  issuer,  it is  exposed to
increased risk of loss if such an investment underperforms expectations.

Concentration.  Another area of risk involves the potential concentration of the
Fund's  assets in  securities  of  particular  industries.  Because  the  Fund's
investments  may, from time to time, be concentrated  in particular  industries,
the value of its shares may be  especially  sensitive  to factors  and  economic
risks that  specifically  affect those  industries and, as a result,  the Fund's
share price may fluctuate  more widely than the value of shares of a mutual fund
that  invests  in a  broader  range  of  industries.  Additionally,  some of the
industries  in which the Fund may invest could be subject to greater  government
regulation than other industries and, therefore,  changes in regulatory policies
for those  industries  may have a  material  effect  on the value of  securities
issued by companies in those industries.


                                       3
<PAGE>

                          FEES AND EXPENSES OF THE FUND

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund:

                                Shareholder Fees
                    (fees paid directly from your investment)
                    -----------------------------------------

---------------------------------------- ------------ ------------ -----------
                                                                     Investor
                                            Class B      Class C     Class
                                            Shares       Shares      Shares
---------------------------------------- ------------ ------------ -----------
Maximum Sales Charge (Load)
   imposed on purchases
   (as a percentage of offering price)       0.00%          0.00%       5.75%

---------------------------------------- ------------ ------------ -----------
Maximum Deferred Sales Charge
   (as a percentage of purchase
    amount or redemption proceeds,           4.00%^1        1.00%^2     None^3
    whichever is lower)
---------------------------------------- ------------ ------------ -----------
Redemption Fee                               None           None        None
---------------------------------------- ------------ ------------ -----------


                         Annual Fund Operating Expenses
                  (expenses that are deducted from Fund assets)
                  ---------------------------------------------

--------------------------------------------- ---------- ---------- ----------
                                                                     Investor
                                                Class B    Class C   Class
                                                Shares     Shares    Shares
--------------------------------------------- ---------- ---------- ----------
Management Fees                                  0.50%      0.50%      0.50%
--------------------------------------------- ---------- ---------- ----------
Distribution and/or Service (12b-1) Fees         1.00%      1.00%      0.25%
--------------------------------------------- ---------- ---------- ----------
Other Expenses                                   2.59%      2.57%      3.54%
                                                 ----       ----       ----
--------------------------------------------- ---------- ---------- ----------
Total Annual Fund Operating Expenses^4           4.09%      4.07%      4.29%
--------------------------------------------- ---------- ---------- ----------
     Fee Waiver and/or Expense Reimbursements   (1.59)%    (1.57)%    (2.54)%
                                                 ----       ----       ----
--------------------------------------------- ---------- ---------- ----------
     Net Expenses^5                              2.50%      2.50%      1.75%
                                                 ====       ====       ====
--------------------------------------------- ---------- ---------- ----------


1 Maximum  deferred sales charge or  "Contingent  deferred sales charge" for the
Class B Shares is imposed on proceeds  redeemed  within a six year period at the
following  rates:  4.00% the first and second years,  3.00% the third and fourth
years,  2.00% the fifth  year,  and 1.00% the sixth  year.  Class B Shares  will
convert  automatically  to Investor Class Shares after the eighth year,  without
the  imposition of any sales load. The charge is a percentage of net asset value
at the time of purchase or redemption, whichever is less.

2 Maximum  deferred sales charge or  "Contingent  deferred sales charge" for the
Class C Shares is imposed on proceeds  redeemed  within one year of the purchase
date.  The charge is a percentage  of net asset value at the time of purchase or
redemption, whichever is less.

3 The Investor Class Shares imposes a 1.00%  "Contingent  deferred sales charge"
for  transactions  over $1,000,000 on proceeds that are redeemed within one year
of the purchase date.

4 "Total Annual Fund Operating Expenses" are based upon actual expenses incurred
by the Fund for the fiscal year ended May 31, 2000. The Adviser has entered into
a  contractual  agreement  with the Fund  under  which it has agreed to waive or
reduce its fees and to assume other  expenses of the Fund, if  necessary,  in an
amount  that  limits  "Total  Annual  Fund  Operating  Expenses"  (exclusive  of
interest,  taxes,  brokerage fees and commissions,  extraordinary  expenses, and
payments, if any, under a Rule 12b-1 Plan) to not more than 1.50% of the average
daily net assets of each class of shares of the Fund for the fiscal  year ending
May 31, 2001. It is expected that the  contractual  agreement will continue from
year-to-year provided such continuance is approved by the Board of Trustees. See
the "Expense Limitation Agreement" section below for more detailed information.

5 After additional voluntary waivers and reimbursements of a portion of the fees
and  expenses  of the Fund by the  Adviser and other  service  providers,  Total
Annual Fund Operating Expenses were 1.00%, 1.00%, and 0.25% of the average daily
net assets of the Class B Shares,  Class C Shares,  and Investor  Class  Shares,
respectively, of the Fund for the fiscal year ended May 31, 2000.

                                       4
<PAGE>

EXAMPLE:  This Example shows you the expenses you may pay over time by investing
in the Fund.  It should  help you compare  the costs of  investing  in this Fund
versus other funds. The projections are based upon a hypothetical  investment of
$10,000 in each of Class B Shares,  Class C Shares, and Investor Class Shares of
the Fund for the periods indicated and that the full amount invested is redeemed
at the end of each period.  The projection assumes a 5% total investment return,
and assumes that the Fund's expenses will remain exactly the same,  although fee
waivers  and  reimbursements  made in  accordance  with the  Expense  Limitation
Agreement are not reflected in the three,  five,  and ten years  examples.  Both
scenarios  are unlikely to occur  simultaneously,  so the  projection  should be
considered  only an estimate.  Your actual costs,  which may be higher or lower,
based on these assumptions would be:

------------------------- ------------ -------------- ------------- ------------
                             1 Year        3 Years       5 Years       10 Years
------------------------- ------------ -------------- ------------- ------------
 Class B Shares               $653         $1,399         $2,161        $4,184
------------------------- ------------ -------------- ------------- ------------
 Class C Shares               $353         $1,095         $1,953        $4,169
------------------------- ------------ -------------- ------------- ------------
 Investor Class Shares        $743         $1,584         $2,436        $4,622
------------------------- ------------ -------------- ------------- ------------



                             MANAGEMENT OF THE FUND

The Fund is a series of the New Providence Investment Trust ("Trust"),  which is
a registered open-end management investment company organized as a Massachusetts
business  trust on July 9, 1997.  The Fund is  currently  the only series of the
Trust.  Series of the Trust are authorized to offer multiple  classes of shares.
In addition to the Class B Shares,  Class C Shares, and Investor Class Shares of
the Fund,  the Fund also offers  Institutional  Class  Shares that is offered by
another prospectus.

The Fund's investment adviser is Atlanta Investment  Counsel,  LLC ("AIC" or the
"Adviser")  which,  subject to the  supervision and direction of the Trustees of
the Fund, has overall  responsibility for the general management of the Fund and
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  pursuant to an Investment  Advisory  Agreement
with the Trust.  AIC is an investment  adviser  registered  under the Investment
Advisers Act of 1940, as amended. AIC is located at 2771  Carmon-on-Wesley,  NW,
Suite 100, Atlanta, Georgia 30327.

A team of portfolio  managers will be responsible  for selecting  investments on
behalf of the Fund. C. Douglas Davenport,  J.D., John K. Donaldson  (controlling
member of the Adviser),  and Kyle Tomlin,  CFA are  responsible  for  day-to-day
management of the Fund.  Mr.  Davenport has been involved with the Adviser since
its  inception.  Previously,  Mr.  Davenport  served as a  stockbroker  and held
advisory  positions  with various  investment  company  service  providers.  Mr.
Donaldson is also the  controlling  member of another  investment  adviser,  New
Providence Capital  Management,  L.L.C., an affiliate of AIC. Messrs.  Donaldson
and Tomlin have been with the Adviser  since its  formation.  Mr.  Donaldson has
been  involved  with that adviser and its  predecessors  since 1987.  Mr. Tomlin
served in portfolio  management for Donaldson & Co.,  Incorporated  from 1994 to
1997, and with New Providence Capital Management, L.L.C. since 1997.

As  compensation  for managing the Fund,  the Fund pays AIC a monthly fee at the
annual rate of 0.50% of the first $500  million of the average  daily net assets
of the Fund and  0.40% on  assets  over  $500  million.  AIC  waived  all of its
investment advisory fees for the fiscal year ended May 31, 2000.

In addition to the  management  fees,  the Fund pays all expenses not assumed by
AIC,  including,  without  limitation:  the fees and expenses of its independent
accountants  and of its legal counsel;  the costs of printing and mailing annual
and  semi-annual  reports  to  shareholders,  proxy  statements,   prospectuses,
prospectus supplements,  and statements of additional information;  the costs of
printing registration statements; bank transaction charges and custodian's fees;
any proxy  solicitors' fees and expenses;  registration  and/or filing fees; any
federal, state or local income or other taxes; any interest; any membership fees
of the Investment Company Institute and similar organizations; fidelity bond and
Trustees' liability insurance premiums; and any extraordinary  expenses, such as
indemnification  payments or damages awarded in litigation or settlements  made.
All general Trust expenses are allocated  among and charged to the assets of the
Trust's  series on a basis that the Board of Trustees  deems fair and equitable,
which may be on the basis of relative net assets of each series or the nature of
the services performed and relative applicability to each series.

                                       5
<PAGE>

As discussed in greater detail below under  "Distribution of the Fund's Shares,"
the Class B Shares, Class C Shares, and Investor Class Shares will be subject to
certain  distribution-related  expenses in connection with activities  primarily
intended to result in the sale of those  shares  under  separate  plans for each
class of shares adopted under Rule 12b-1 of the 1940 Act.

Expense Limitation Agreement.  In the interest of limiting expenses of the Fund,
the Adviser  has entered  into an expense  limitation  agreement  with the Trust
("Expense  Limitation  Agreement"),  pursuant to which the Adviser has agreed to
waive or limit its fees and to assume  other  expenses so that the total  annual
operating  expenses  of  the  Fund  (other  than  interest,   taxes,   brokerage
commissions,  other  expenditures  which  are  capitalized  in  accordance  with
generally  accepted  accounting  principles,  other  extraordinary  expenses not
incurred in the ordinary course of each Fund's  business,  and amounts,  if any,
payable pursuant to a Rule 12b-1 Plan) are limited to 1.50% of the average daily
net assets of the Class B Shares,  Class C Shares,  and Investor Class Shares of
the  Fund  for the  fiscal  year to end May 31,  2001.  The  Expense  Limitation
Agreement  shall  continue  from  year-to-year   provided  such  continuance  is
specifically approved by a majority of the Trustees of the Trust who (i) are not
"interested  persons" of the Trust or any other party to this Expense Limitation
Agreement,  as  defined  in the 1940 Act,  and (ii)  have no direct or  indirect
financial interest in the operation of this Expense Limitation Agreement.

The Fund may at a later date  reimburse  the  Adviser  for the  management  fees
waived  or  limited,  and/or  other  expenses  assumed  and paid by the  Adviser
pursuant to the Expense Limitation Agreement during any of the previous five (5)
fiscal  years,  provided  that the Fund has reached a  sufficient  asset size to
permit such  reimbursement  to be made without  causing the total annual expense
ratio of the Fund to exceed the percentage limits stated above. Consequently, no
reimbursement by the Fund will be made unless:  (i) the Fund's assets exceed $20
million;  (ii) the Fund's total annual expense ratio is less than the percentage
stated above; and (iii) the payment of such  reimbursement  has been approved by
the Trust's Board of Trustees on a quarterly basis.

                                THE ADMINISTRATOR

Pursuant to an agreement, The Nottingham Company, Inc. ("Administrator") assists
the Trust in the performance of its administrative responsibilities to the Fund,
coordinates  the  services of each vendor of services to the Fund,  and provides
the Fund with other necessary  administrative,  fund accounting,  and compliance
services.  In addition,  the  Administrator  makes  available  the office space,
equipment,  personnel,  and facilities  required to provide such services to the
Fund.

                               THE TRANSFER AGENT

NC  Shareholder  Services,  LLC  ("NCSS")  serves  as  the  transfer  agent  and
dividend-disbursing agent of the Fund. NCSS's address is the same as the address
of the Fund.

                               BROKERAGE PRACTICES

In selecting  brokers and  dealers,  AIC may  consider  research  and  brokerage
services furnished to either company or their affiliates. Subject to seeking the
most favorable net price and execution available,  AIC and each Adviser may also
consider sales of shares of the Fund as a factor in the selection of brokers and
dealers.  Certain  securities  trades will be cleared  through  Donaldson & Co.,
Incorporated,  a registered  broker-dealer affiliate of AIC. The Trustees review
the brokerage policies and rates regularly.

                                       6
<PAGE>

The 1940 Act generally prohibits the Fund from engaging in principal  securities
transactions with an affiliate of AIC unless pursuant to an exemptive order from
the SEC.  The Fund  may  apply  for such  exemptive  relief.  The Fund  does not
consider broker-dealer  affiliates of an investment adviser to one fund to be an
affiliate  of the  investment  advisers to other funds for which the  investment
adviser does not provide  investment  advice.  The Fund has adopted  procedures,
prescribed  by Section  17(e)(2)(A)  of the 1940 Act and Rule 17e-1  thereunder,
which  are  reasonably  designed  to  provide  that  any  commission  it pays to
affiliates of AIC does not exceed the usual and customary  broker's  commission.
In  addition,  the Fund  will  adhere to  Section  11(a) of the 1934 Act and any
applicable  rules  thereunder  governing  floor  trading.  The Fund has  adopted
procedures  permitting it to purchase  securities,  under  certain  restrictions
prescribed  by a rule  under  the 1940  Act,  in a public  offering  in which an
affiliate of AIC or Advisers is an underwriter.


                             PURCHASING FUND SHARES

PURCHASE OPTIONS

You may select from three separate classes of shares of the Wisdom Fund.

Class B Shares

     o    No front-end sales charges.
     o    Distribution and service plan (Rule 12b-1) fees of 1.00%.
     o    A contingent deferred sales charge ("CDSC"), as described below.

Class C Shares

     o    No front-end sales charge.
     o    Distribution and service plan (Rule 12b-1) fees of 1.00%.
     o    A 1.00% CDSC on shares sold within one year of purchase.

Investor Class Shares

     o    A 5.75% front-end sales charge.
     o    Distribution and service plan (Rule 12b-1) fees of 0.25%.
     o    A  1.00%  CDSC  on  shares  sold  within  one  year  of  purchase  for
          shareholder transactions over $1,000,000.

There is no CDSC on shares  acquired  through the  reinvestment of dividends and
distributions.

In order to keep any  applicable  CDSC as low as  possible,  each  time that you
place a  redemption  request,  the Fund will  first  redeem  any  shares in your
account  that are not  subject to a CDSC and then will sell shares that have the
lowest CDSC.


CLASS B SHARES

Class B Shares are sold at net asset value.  The minimum  initial  investment is
$2,500 ($1,000 for Individual Retirement Accounts ("IRAs"),  Keogh Plans, 401(k)
Plans,  or  purchases  under the Uniform  Transfer to Minors  Act).  The minimum
additional  investment is $250. The Fund may, in the Adviser's sole  discretion,
accept  certain  accounts  with less than the minimum  investment.  The price at
which a purchase or redemption is effected is based on the next  calculation  of
net asset  value  after an order is  received  in good  form from a  shareholder
investing in or redeeming  from the Fund. Net asset value per share for the Fund
and each class of shares is calculated for purchases and redemption of shares of
the Fund by dividing the value of total Fund assets  attributable to that class,
less liabilities (including Fund expenses, which are accrued daily) attributable
to  that  class,  by the  total  number  of  outstanding  shares  of  that  Fund
attributable  to that class.  The net asset value per share of the Fund and each
class of shares is determined  at the time trading  closes on the New York Stock
Exchange  ("NYSE"),  currently 4:00 p.m.  Eastern time,  Monday through  Friday,
except on business holidays when the NYSE is closed.

                                       7
<PAGE>

Contingent Deferred Sales Charges

If you redeem  your  shares  within the first six years of  purchase  you may be
subject to a contingent deferred sales charge.

The CDSC is  imposed  on the  redemption  proceeds  according  to the  following
schedule:


--------------------------------------------- -------------------------
                                              Contingent Deferred Sales
  Year of Redemption After Purchase                    Charge
--------------------------------------------- -------------------------
               First                                     4%
--------------------------------------------- -------------------------
              Second                                     4%
--------------------------------------------- -------------------------
               Third                                     3%
--------------------------------------------- -------------------------
              Fourth                                     3%
--------------------------------------------- -------------------------
               Fifth                                     2%
--------------------------------------------- -------------------------
               Sixth                                     1%
--------------------------------------------- -------------------------
       Seventh and following                             0%
--------------------------------------------- -------------------------


The CDSC is  calculated  as a  percentage  of the net asset value of the Class B
shares at the time of  purchase or  redemption  by first  determining  whichever
value is lower and then multiplying  that value by the applicable CDSC.  Capital
Investment  Group,  Inc.  ("Distributor"),  17 Glenwood Avenue,  Raleigh,  North
Carolina 27612, receives this CDSC as Distributor.

If  you  hold  Class  B  Shares  for   approximately   eight  years,  they  will
automatically  convert to Investor  Class Shares of the Fund without the payment
of a sales load.  Purchases  of Class B Shares made on any day during a calendar
month will age one year at the close of  business  on the last day of that month
in the following calendar year, and each subsequent year.

Amounts  withdrawn in accordance  with a Systematic  Withdrawal Plan will not be
subject to a CDSC.


CLASS C SHARES

Class C Shares are sold at net asset value.  The minimum  initial  investment is
$2,500 ($1,000 for Individual Retirement Accounts ("IRAs"),  Keogh Plans, 401(k)
Plans,  or  purchases  under the Uniform  Transfer to Minors  Act).  The minimum
additional  investment is $250. The Fund may, in the Adviser's sole  discretion,
accept  certain  accounts  with less than the minimum  investment.  The price at
which a purchase or redemption is effected is based on the next  calculation  of
net asset  value  after an order is  received  in good  form from a  shareholder
investing in or redeeming  from the Fund. Net asset value per share for the Fund
and each class of shares is calculated for purchases and redemption of shares of
the Fund by dividing the value of total Fund assets  attributable to that class,
less liabilities (including Fund expenses, which are accrued daily) attributable
to  that  class,  by the  total  number  of  outstanding  shares  of  that  Fund
attributable to that class.  The net asset value per share for the Fund and each
class of shares is determined at the time trading closes on the NYSE,  currently
4:00 p.m. Eastern time, Monday through Friday,  except on business holidays when
the NYSE is closed.


                                       8
<PAGE>


Contingent Deferred Sales Charges

If you redeem your shares  within the first year of purchase  you may be subject
to a CDSC.

The CDSC is  imposed  on the  redemption  proceeds  according  to the  following
schedule:


--------------------------------------------- -------------------------------
                                                 Contingent Deferred Sales
     Year of Redemption After Purchase                    Charge
--------------------------------------------- -------------------------------
                  First                                     1%
--------------------------------------------- -------------------------------
          Second and following                              0%
--------------------------------------------- -------------------------------

The CDSC is  calculated  as a  percentage  of the net asset value of the Class C
shares at the time of  purchase or  redemption  by first  determining  whichever
value is lower and then multiplying  that value by 1%. The Distributor  receives
this CDSC as Distributor.

CDSC Waivers

The CDSC on Class B Shares  and Class C Shares  will be waived in the  following
circumstances:

     o    Redemption  upon the death or permanent  disability of the shareholder
          if made within one year of the death or the initial  determination  of
          permanent disability.  The waiver is available only for shares held at
          the time of death or initial determination of permanent disability.

     o    For Class B Shares,  redemptions  pursuant to a Systematic  Withdrawal
          Plan, up to a maximum of 12% per year of a shareholder's account value
          based  on  the  value  of  the  account  at the  time  the  Systematic
          Withdrawal Plan is established and annually  thereafter,  provided all
          dividends and  distributions  are reinvested and the total redemptions
          do not exceed 12% annually.

     o    Mandatory distributions from a tax-deferred retirement plan or IRA.

Reinstatement  Privilege.  If you sell  Class B Shares  or Class C Shares of the
Fund,  you may  reinvest  some or all of the  proceeds  in the same share  class
within 90 days  without  a sales  charge.  Reinstated  Class B Shares or Class C
Shares will retain their  original  cost and  purchase  date for purposes of the
CDSC. This privilege can be used only once per calendar year. If you want to use
the   Reinstatement   Privilege,   contact  your  financial   representative  or
broker-dealer.

Amounts  withdrawn in accordance  with a Systematic  Withdrawal Plan will not be
subject to a CDSC.


INVESTOR CLASS SHARES

Investor  Class Shares are sold subject to a maximum  sales charge of 5.75%,  so
that the term "offering  price"  includes the front-end  sales load.  Shares are
redeemed at net asset value.  Shares may be purchased by any account  managed by
the Adviser and any other  broker-dealer  authorized to sell shares in the Fund.
The minimum  initial  investment  is $2,500  ($1,000 for  Individual  Retirement
Accounts  ("IRAs"),  Keogh Plans,  401(k) Plans,  or purchases under the Uniform
Transfer to Minors Act).  The minimum  additional  investment is $250.  The Fund
may, in the Adviser's sole  discretion,  accept certain  accounts with less than
the minimum investment.  The price at which a purchase or redemption is effected
is based on the next  calculation  of net asset value after an order is received
in good form from a  shareholder  investing in or redeeming  from the Fund.  Net
asset value per share is calculated  for  purchases and  redemption of shares of
the Fund by dividing the value of total Fund assets, less liabilities (including
Fund  expenses,  which are accrued  daily),  by the total number of  outstanding
shares of that Fund.  The net asset value per share of the Fund is determined at
the time trading closes on the NYSE,  currently 4:00 p.m.  Eastern time,  Monday
through Friday, except on business holidays when the NYSE is closed.


                                       9
<PAGE>

Sales  Charges.  The public  offering price of Investor Class Shares of the Fund
equals net asset value plus a sales charge. The Distributor  receives this sales
charge as  Distributor  and may reallow it in the form of dealer  discounts  and
brokerage commissions as follows:

                                    Sales        Sales
                                  Charge As    Charge As     Dealers Discounts
                                  % of Net    % of Public      and Brokerage
    Amount of Transaction          Amount      Offering     Commissions as % of
  At Public Offering Price        Invested       Price     Public Offering Price
  ------------------------        --------       -----     ---------------------

 Less than $50,000...............    6.10%        5.75%            5.00%
 $50,000 to $99,999..............    4.71%        4.50%            3.75%
 $100,000 to $249,999............    3.63%        3.50%            2.80%
 $250,000 to $499,999............    2.56%        2.50%            2.00%
 $500,000 to $999,999............    2.04%        2.00%            1.60%
 $1,000,000 to $1,999,999........    1.01%*       1.00%*           0.75%
 $2,000,000 to $2,999,999:
      On the first $1,999,999....    1.01%*       1.00%*           0.75%
      On the next $1,000,000.....    0.81%*       0.80%*           0.65%
 $3,000,000 or more:
      On the first $1,999,999....    1.01%*       1.00%*           0.75%
      On the next $1,000,000.....    0.81%*       0.80%*           0.65%
      $3,000,000 and over........    0.50%*       0.50%*           0.40%


 * A one-year,  1.00%  contingent  deferred sales charge is imposed on these
   accounts.


Reduced Sales Charges

Rights of  Accumulation.  The sales charge  applicable to a current  purchase of
Investor  Class  Shares of the Fund by a person  listed above is  determined  by
adding the purchase  price of shares to be purchased to the aggregate  value (at
current  offering  price) of shares of the Fund  previously  purchased  and then
owned,  provided  the  Distributor  is  notified  by such  person  or his or her
broker-dealer each time a purchase is made which would so qualify.  For example,
a person who is  purchasing  Fund shares with an aggregate  value of $50,000 and
who currently  owns shares of the Fund with a value of $50,000 would pay a sales
charge of 3.50% of the offering price on the new investment.

Letter of Intent.  Sales  charges may also be reduced  through an  agreement  to
purchase a specified quantity of shares over a designated  thirteen-month period
by  completing  the "Letter of Intent"  section of the Fund Shares  Application.
Information  about the "Letter of Intent"  procedure,  including  its terms,  is
contained on the back of the Fund Shares Application.

Group Plans.  Shares of the Funds may be sold at a reduced or  eliminated  sales
charge to certain  Group  Plans  under  which a  sponsoring  organization  makes
recommendations  to,  permits group  solicitation  of, or otherwise  facilitates
purchases by, its employees,  members or  participants.  Information  about such
arrangements is available from the Distributor.


                                       10
<PAGE>

INVESTMENT OPTIONS

Regular  Mail  Orders.  Payment  for shares must be made by check or money order
from a U.S.  bank and payable in U.S.  dollars.  If checks are  returned  due to
insufficient  funds or other  reasons,  the  Fund  will  charge a $20 fee or may
redeem  shares of the Fund  already  owned by the  purchaser to recover any such
loss.  For  regular  mail  orders,  please  complete  the  attached  Fund Shares
Application and mail it, with your check made payable to the "Wisdom Fund," to:

    Wisdom Fund
    Class B Shares, Class C Shares, or Investor Class Shares (please specify)
    c/o NC Shareholder Services
    107 North Washington Street
    Post Office Box 4365
    Rocky Mount, North Carolina  27803-0365

The  application  must contain your Social  Security  Number ("SSN") or Taxpayer
Identification  Number ("TIN"). If you have applied for a SSN or TIN at the time
of completing your account application, please indicate this on the application.
Taxes are not  withheld  from  distributions  to U.S.  investors  if certain IRS
requirements regarding SSNs and TINs are met.

Bank Wire  Orders.  Purchases  may also be made  through  bank wire  orders.  To
establish a new account or add to an existing  account by wire,  please call the
Fund at  1-800-773-3863,  before wiring funds,  to advise it of the  investment,
dollar amount, and the account identification number. Additionally,  please have
your bank use the following wire instructions to:

   First Union National Bank of North Carolina
   Charlotte, North Carolina
   ABA # 053000219
   For the Wisdom Fund - Class B Shares, Class C Shares OR Investor Class Shares
             (please specify)
   Acct. # 2000001293241
   For further credit to (shareholder's name and SSN or TIN)

Additional Investments.  You may also add to your account by mail or wire at any
time by purchasing shares at the then current public offering price. The minimum
additional  investment is $250.  Before adding funds by bank wire,  please alert
the Fund by telephone at 1-800-773-3863 and follow the above directions for wire
purchases.  Mail orders should include, when possible, the "Invest by Mail" stub
which  is  attached  to your  Fund  confirmation  statement.  Otherwise,  please
identify your account in your letter.

Automatic Investment Plan. The automatic investment plan enables shareholders to
make regular monthly or quarterly investment in shares through automatic charges
to their checking account. With shareholder authorization and bank approval, the
Fund will  automatically  charge the checking  account for the amount  specified
($100  minimum),  which will be  automatically  invested in shares at the public
offering price on or about the 21st day of the month. The shareholder may change
the amount of the investment or  discontinue  the plan at any time by writing to
the Fund.

Stock  Certificates.  You do not have the option of receiving stock certificates
for your  shares.  Evidence of  ownership  will be given by issuance of periodic
account statements that will show the number of shares owned.

Frequent Trading. A pattern of frequent purchase and redemption  transactions is
considered by the Adviser to not be in the best interest of the  shareholders of
the Fund.  Such a pattern may, at the  discretion of the Adviser,  be limited by
the Fund's refusal to accept further  purchase  and/or  exchange  orders from an
investor, after providing the investor with 60-days' prior notice.

                                       11
<PAGE>

                              REDEEMING FUND SHARES

Regular Mail  Redemptions.  Your request should be addressed to the Wisdom Fund,
c/o NC Shareholder Services,  107 North Washington Street, Post Office Box 4365,
Rocky Mount,  North  Carolina  27803-0365.  Your request for  redemption  should
include:

o    Your letter of  instruction  specifying  the  account  number and number of
     shares, or the dollar amount,  to be redeemed.  This request must be signed
     by all  registered  shareholders  in the  exact  names  in  which  they are
     registered;

o    Any required signature guarantees (see "Signature Guarantees" below); and

o    Other  supporting  legal  documents,  if  required  in the case of estates,
     trusts, guardianships,  custodianships, corporations, partnerships, pension
     or profit sharing plans, and other organizations.

Your redemption  proceeds will be sent to you within seven days after receipt of
your redemption  request.  However,  the Fund may delay  forwarding a redemption
check for recently  purchased  shares while it  determines  whether the purchase
payment will be honored.  Such delay (which may take up to fifteen days from the
date of purchase) may be reduced or avoided if the purchase is made by certified
check or wire transfer.  In all cases, the net asset value next determined after
receipt of the request for redemption  will be used in processing the redemption
request.

Telephone and Bank Wire Redemptions. You may also redeem shares by telephone and
bank wire under certain limited conditions.  The Fund will redeem shares in this
manner when so requested by the  shareholder  only if the  shareholder  confirms
redemption instructions in writing.

The Fund may rely upon  confirmation  of  redemption  requests  transmitted  via
facsimile (FAX # 252-972-1908). The confirmation instructions must include:

o    Designation  of Class (Class B Shares,  Class C Shares,  OR Investor  Class
     Shares),
o    Shareholder name and account number,
o    Number of shares or dollar amount to be redeemed,
o    Instructions for transmittal of redemption funds to the shareholder, and
o    Shareholder  signature as it appears on the  application  then on file with
     the Fund.

Redemption  proceeds will not be distributed  until written  confirmation of the
redemption  request is received,  per the instructions  above. You can choose to
have redemption  proceeds mailed to you at your address of record, your bank, or
to any other authorized  person,  or you can have the proceeds sent by bank wire
to your bank ($5,000 minimum). Shares of the Fund may not be redeemed by wire on
days  your  bank is not  open  for  business.  You can  change  your  redemption
instructions  anytime you wish by filing a letter  including your new redemption
instructions with the Fund. See "Signature Guarantees" below.

The Fund in its discretion may choose to pass through to redeeming  shareholders
any  charges  imposed  by the  Custodian  for wire  redemptions.  The  Custodian
currently  charges  the  Fund  $10.00  per  transaction  for  wiring  redemption
proceeds. If this cost is passed through to redeeming  shareholders by the Fund,
the charge will be deducted  automatically  from your account by  redemption  of
shares in your account. Your bank or brokerage firm may also impose a charge for
processing the wire. If wire transfer of funds is impossible or impractical, the
redemption proceeds will be sent by mail to the designated account.

You may redeem shares,  subject to the procedures outlined above, by calling the
Fund at  1-800-773-3863.  Redemption  proceeds  will  only  be sent to the  bank
account or person named in your Fund Shares  Application  currently on file with
the Fund. Unless you specifically decline telephone redemption privileges on you
Fund Share Application, you may redeem Fund shares over the telephone. Telephone
redemption  privileges authorize the Fund to act on telephone  instructions from
any person  representing  himself or herself to be the investor  and  reasonably
believed by the Fund to be genuine. The Fund will employ reasonable  procedures,
such  as  requiring  a  form  of  personal   identification,   to  confirm  that
instructions are genuine,  and if it does not follow such  procedures,  the Fund
will be liable for any losses due to fraudulent or unauthorized instructions. In
general, if the Fund sends written  transaction  confirmations and if you do not
specifically  decline  telephone  redemption   privileges  on  the  Fund  Shares
Application,  the Fund will not be liable for following  telephone  instructions
reasonably believed to be genuine.  Therefore,  you have the risk of loss due to
unauthorized or fraudulent instructions.


                                       12
<PAGE>

Signature Guarantees. To protect your account and the Fund from fraud, signature
guarantees  are required to be sure that you are the person who has authorized a
change in  registration  or standing  instructions  for your account.  Signature
guarantees are required for (1) change of registration requests, (2) requests to
establish or to change exchange privileges or telephone and bank wire redemption
service other than through your initial account application,  and (3) redemption
requests in excess of $50,000. Signature guarantees are acceptable from a member
bank of the Federal Reserve System, a savings and loan institution, credit union
(if authorized under state law), registered broker-dealer,  securities exchange,
or association clearing agency and must appear on the written request for change
of registration,  establishment or change in exchange privileges,  or redemption
request.

Systematic  Withdrawal Plan. A shareholder who owns shares of the Fund valued at
$2,500  or more  at the  current  offering  price  may  establish  a  Systematic
Withdrawal  Plan to receive a monthly or quarterly  check in a stated amount not
less than $100. Each month or quarter, as specified, the Fund will automatically
redeem  sufficient  shares from your  account to meet the  specified  withdrawal
amount.  The  shareholder  may  establish  this service  whether  dividends  and
distributions  are  reinvested  in shares of the Fund or paid in cash.  You will
incur no CDSC fees for shares  redeemed  under this plan;  however,  for Class B
Shares, redemptions pursuant to a Systematic Withdrawal Plan shall be subject to
an  annual  limit  (See  "CDSC  Waivers"  above).  Call or write the Fund for an
application form.

All shares are purchased and redeemed in accordance  with the Fund's Amended and
Restated Declaration of Trust and By-Laws. Redemptions from retirement plans may
be subject to federal income tax withholding.

Sales and redemptions of shares of the same class by the same shareholder on the
same day will be netted for the Fund. All redemption  requests will be processed
and payment with respect  thereto will  normally be made within seven days after
tenders. The Fund may suspend redemptions, if permitted by the 1940 Act, for any
period  during which the NYSE is closed or during which trading is restricted by
the  Securities and Exchange  Commission  ("SEC") or if the SEC declares that an
emergency  exists.  Redemptions  may  also be  suspended  during  other  periods
permitted  by  the  SEC  for  the   protection   of  the  Fund's   shareholders.
Additionally,  during drastic economic and market changes,  telephone redemption
privileges  may be  difficult  to  implement.  Also,  if the  Board of  Trustees
determines  that it would be  detrimental  to the best  interest  of the  Fund's
remaining  shareholders  to make  payment in cash,  the Fund may pay  redemption
proceeds  in whole or in part by a  distribution-in-kind  of readily  marketable
securities.

Minimum  Account  Size.  The  Board of  Trustees  reserves  the  right to redeem
involuntarily  any account  having a net asset value of less than $1,000 (due to
redemptions, exchanges, or transfers, and not due to market action) upon 60-days
written notice. If the shareholder  brings his/her account net asset value up to
at least $1,000 during the notice period, the account will not be redeemed.

                                       13
<PAGE>


                        DISTRIBUTION OF THE FUND'S SHARES

The Fund has adopted separate  Distribution Plans following Rule 12b-1 under the
1940 Act for the Class B Shares,  Class C Shares,  and Investor  Class Shares of
the  Fund.  Pursuant  to  each  Distribution  Plan,  the  Fund  compensates  the
Distributor from assets  attributable to the Class B Shares,  Class C Shares, or
Investor  Class Shares for services  rendered and expenses  borne in  connection
with activities  primarily  intended to result in the sale of the Fund's Class B
shares,  Class C Shares,  and Investor Class Shares.  It is  anticipated  that a
portion  of the  amounts  received  by the  Distributor  will be used to  defray
various  costs  incurred  or paid by the  Distributor  in  connection  with  the
printing and mailing of Fund prospectuses, statements of additional information,
any supplements  thereto and shareholder  reports and holding seminars and sales
meetings  with  wholesale  and retail  sales  personnel  designed to promote the
distribution of Class B Shares,  Class C Shares,  and Investor Class Shares. The
Distributor  may also use all or a portion  of the  amount  received  under each
Distribution  Plan to  provide  compensation  to  financial  intermediaries  and
third-party   broker-dealers   for  their   services  in  connection   with  the
distribution  of Class B  Shares,  Class C Shares,  or  Investor  Class  Shares.
Because the fees paid  pursuant to Rule 12b-1 are paid out of the Fund's  assets
on an on-going  basis,  these fees,  over time,  will  increase the cost of your
investment and may cost you more than paying other types of sales loads.

The  Distribution  Plans  provides that the Fund may pay annually up to 1.00% of
the  average  daily net assets of a Fund  attributable  to its Class B Shares or
Class C Shares and 0.25% of  Investor  Class  Shares in  respect  of  activities
primarily  intended to result in the sale of Class B Shares,  Class C Shares, or
Investor  Class Shares or servicing of  shareholders  investing in those shares.
This 1.00% fee is comprised of a 0.25% service fee and a 0.75%  distribution fee
for the Class B Shares and Class C Shares. Under terms of each Distribution Plan
and the Distribution Agreements, the Fund is authorized to make monthly payments
to the  Distributor  which may be retained by the  Distributor or may be used to
pay or reimburse entities providing  distribution and shareholder servicing with
respect to the Class B Shares,  Class C Shares,  and  Investor  Class Shares for
such entities' fees or expenses incurred or paid in that regard.

Each  Distribution  Plan is of a type  known as a  "compensation"  plan  because
payments  are made for  services  rendered  to the Fund with  respect to Class B
shares,  Class C Shares,  or Investor  Class Shares  regardless  of the level of
expenditures by the Distributor.  The Trustees will, however,  take into account
such  expenditures  for purposes of reviewing  operations under the Distribution
Plan and  concerning  their annual  consideration  of each Plan's  renewal.  The
Distributor has indicated that it expects its  expenditures to include,  without
limitation:  (a) the printing and mailing of Fund  prospectuses,  statements  of
additional  information,  any supplements  thereto and  shareholder  reports for
prospective  shareholders with respect to the Class B Shares, Class C Shares, or
Investor  Class  Shares of the  Fund;  (b) those  relating  to the  development,
preparation, printing and mailing of advertisements,  sales literature and other
promotional  materials describing and/or relating to the Class B Shares, Class C
Shares,  or Investor  Class Shares of the Fund;  (c) holding  seminars and sales
meetings designed to promote the distribution of Fund's Class B Shares,  Class C
Shares,  or Investor  Class  Shares;  (d)  obtaining  information  and providing
explanations to wholesale and retail  distributors  of Contracts  regarding Fund
investment  objectives and policies and other information about the Fund and its
Funds,  including the  performance of the Funds;  (e) training  sales  personnel
regarding the Class B Shares,  Class C Shares,  or Investor  Class Shares of the
Fund;  and (f) financing any other activity that the  Distributor  determines is
primarily  intended to result in the sale of Class B Shares,  Class C Shares, or
Investor Class Shares.

The Fund may enter into agreements with one or more brokers,  including discount
brokers and other brokers associated with investment programs,  including mutual
fund "supermarkets,"  pursuant to which such brokers may be authorized to accept
on the Fund's  behalf  purchase and  redemption  orders that are in "good form."
Such brokers may be  authorized  to  designate  other  intermediaries  to accept
purchase and redemption orders on the Fund's behalf.  Under such  circumstances,
the Fund will be deemed to have received a purchase or redemption  order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order.  Such orders will be priced at the Fund's net asset value next determined
after they are accepted by an authorized broker or the broker's designee.


                                       14
<PAGE>

                       DIVIDENDS, DISTRIBUTIONS, AND TAXES

The  following  information  is meant as a general  summary for U.S.  taxpayers.
Additional tax information appears in the SAI. Shareholders should rely on their
own tax advisers for advice about the particular  federal,  state, and local tax
consequences to them of investing in the Fund.

The Fund will distribute most of its income and gains to its shareholders  every
year.  Income  dividends,  if any,  will be paid  quarterly  and  capital  gains
distributions,  if any, will be made at least  annually.  Although the Fund will
not be taxed on amounts it  distributes,  shareholders  will generally be taxed,
regardless of whether  distributions  are received in cash or are  reinvested in
additional Fund shares. A particular  distribution  generally will be taxable as
either  ordinary  income or  long-term  capital  gains.  If a Fund  designates a
distribution as a capital gain distribution,  it will be taxable to shareholders
as long-term  capital  gains,  regardless  of how long they have held their Fund
shares.

If the Fund declares a dividend in October, November, or December but pays it in
January, it may be taxable to shareholders as if they received it in the year it
was declared.  Each year each shareholder will receive a statement detailing the
tax status of any Fund distributions for that year.

Distributions may be subject to state and local taxes, as well as federal taxes.

Shareholders  who  hold  Fund  shares  in  a  tax-deferred  account,  such  as a
retirement plan,  generally will not have to pay tax on Fund distributions until
they receive distributions from the account.

A shareholder who sells or redeems shares will generally  realize a capital gain
or loss,  which will be long-term or  short-term,  generally  depending upon the
shareholder's  holding period for the Fund shares.  An exchange of shares may be
treated as a sale and subject to federal income taxes.

As with all mutual  funds,  the Fund may be required to  withhold  U.S.  federal
income  tax  at  the  rate  of  31% of  all  taxable  distributions  payable  to
shareholders   who  fail  to  provide  the  Fund  with  their  correct  taxpayer
identification  numbers  or to make  required  certifications,  or who have been
notified  by the IRS  that  they  are  subject  to  backup  withholding.  Backup
withholding  is not an  additional  tax;  rather,  it is a way in which  the IRS
ensures it will  collect  taxes  otherwise  due.  Any  amounts  withheld  may be
credited against a shareholder's U.S. federal income tax liability.


                           ADDITIONAL RISK DISCLOSURE

The  Trustees,  Adviser,  and  Administrator  to this  Fund  feel  that  certain
additional  information  should be available to the shareholder,  as part of the
fiduciary  responsibility  implied and required of these parties.  The following
information falls into that category, and is provided here for those who feel it
is helpful in their investment decision-making process:

o    The  Fund  will be  valued  at net  asset  value,  using  the  total of the
     securities valued in the portfolio less the Fund's accrued liabilities,  as
     a determinant of total and per share value.  BHH is a corporation,  and its
     stock is  traded  on the NYSE.  The  investment  return of the Fund will be
     dependent  solely upon the direct  investments  held by the Fund. The share
     price of BHH, in  contrast,  is based upon the market  valuation  of BHH as
     that company's  stock is traded on the NYSE.  Factors taken into account by
     investors  buying and selling BHH shares may be dependent upon many factors
     (as with any common  stock),  which will not  necessarily be limited to the
     investments held by BHH in its own portfolio.

o    While the Fund will invest  primarily in common  stocks and bonds traded in
     U.S. securities markets, some of the Fund's investments may include foreign
     securities,  illiquid  securities,  and securities  purchased  subject to a
     repurchase  agreement or on a  "when-issued"  basis,  which involve certain
     risks.  To the extent that equity  securities  will generally  comprise the
     primary portion of the Fund's portfolio, the Fund's net asset value will be
     subject to stock  market  fluctuation,  and a decline in the amount of your
     principal  investment  is a risk of investing  in the Fund.  The Fund's net
     asset  value  may also  fluctuate  due to  fluctuation  in the value of the
     fixed-income  securities  in the  portfolio  as a result of  changes in the
     market  interest  rate,  downgrading  of the  rating of a  particular  debt
     instrument,  or other  changes in the interest rate and fixed income market
     environment.  The Fund may borrow  only under  certain  limited  conditions
     (including to meet redemption requests) and not to purchase securities.  It
     is not  the  intent  of the  Fund  to  borrow  except  for  temporary  cash
     requirements.  Borrowing,  if done, would tend to exaggerate the effects of
     market and interest rate  fluctuations  on the Fund's net asset value until
     repaid.

                                       15
<PAGE>

o    The  Fund  intends  to  limit  its   investments   so  as  to  comply  with
     diversification   requirements   for  RIC's   imposed  by  the  Code,   for
     qualification  as a RIC. The Fund spreads  investment  risk by limiting its
     holdings  in any one  company  or  industry.  Nevertheless,  the Fund  will
     experience  price  volatility,  the extent of which will be affected by the
     types of  securities  and  techniques  the Fund uses.  The  Adviser may use
     various investment techniques to hedge risks,  including  derivatives,  but
     there is no guarantee that these strategies will work as intended.



                             PERFORMANCE INFORMATION

Because the Fund has not been in operation for an entire calendar year, there is
no  performance  information  to  report  for an  annual  period.  However,  the
financial  highlights  for the fiscal  year  ended May 31,  2000 for the Class B
Shares, Class C Shares, and Investor Class Shares of the Fund are included under
"Financial Highlights."



                                       16
<PAGE>

                              FINANCIAL HIGHLIGHTS

The financial  data included in the table below for the Class B Shares,  Class C
Shares and  Investor  Class  Shares have been  derived  from  audited  financial
statements  of the Fund.  The  financial  data for the fiscal year ended May 31,
2000 and the fiscal  period ended May 31, 1999,  have been audited by Deloitte &
Touche LLP, independent auditors,  whose report covering such year and period is
incorporated  by  reference  into the SAI.  This  information  should be read in
conjunction with the Fund's latest audited annual financial statements and notes
thereto,  which are also incorporated by reference into the SAI, a copy of which
may be obtained at no charge by calling the Fund. Further  information about the
performance of the Fund is contained in the Annual Report of the Fund, a copy of
which may also be obtained at no charge by calling the Fund at 1-800-773-3863.

                (For a Share Outstanding Throughout each Period)
<TABLE>
<S>                                                              <C>            <C>             <C>              <C>

============================================================== ================ ============== ================ ===============
                                                                        Investor Class              Class B         Class C
                                                                            Shares                  Shares          Shares
============================================================== ================ ============== ================ ===============
                                                                 Year ended     Period ended    Period ended     Period ended
                                                                   May 31,         May 31,         May 31,         May 31,
                                                                     2000          1999 (a)        2000 (b)        2000 (b)
-------------------------------------------------------------- ---------------- -------------- ---------------- ---------------

Net asset value, beginning of period                                $9.92           $10.00        $10.20            $10.20
-------------------------------------------------------------- ---------------- -------------- ---------------- ---------------

   Income from investment operations                                 0.12             0.02          0.04              0.03
       Net investment income                                         0.01            (0.08)        (0.23)            (0.22)
                                                                    -----            ------         -----            ------
       Net realized and unrealized (loss) gain on investments        0.13            (0.06)        (0.19)            (0.19)
                                                                    -----            ------         -----            ------
          Total from investment operations

   Distributions to shareholders from net investment income         (0.12)           (0.02)        (0.04)            (0.03)
                                                                    -----            ------        ------            ------

Net asset value, end of period                                      $9.93            $9.92         $9.97             $9.98
                                                                    =====            ======        ======            ======

Total return (c)                                                     1.36 %          (0.58)%       (1.85) %          (1.86)%
                                                                     ====            ======        ======            ======
Ratios/supplemental data

    Net assets, end of period                                     $656,212              $99      $1,168,374        $173,395
                                                                  ========           ======      ==========        ========
    Ratio of expenses to average net assets
       Before expense reimbursements and waived fees                  4.29 %          15.49 % (d)    4.09 % (d)        4.07 % (d)
       After expense reimbursements and waived fees                   0.25 %           0.00 % (d)    1.00 % (d)        1.00 % (d)

     Ratio of net investment (loss)income to average net assets
       Before expense reimbursements and waived fees                 (1.96)%         (14.68)% (d)   (1.78)% (d)       (1.77)% (d)
       After expense reimbursements and waived fees                   2.08 %           0.81 % (d)    1.31 % (d)        1.30 % (d)

     Portfolio turnover rate                                         41.69 %           7.04 %       41.69 %           41.69 %


(a)     For the period from February 16, 1999 (commencement of operations) to May 31, 1999.
(b)     For the period from November 16, 1999 (commencement of operations) to May 31, 2000.
(c)     Total return does not reflect payment of a sales charge and is for the period indicated and not annualized.
(d)     Annualized.

</TABLE>
                                       17
<PAGE>

________________________________________________________________________________

                                   WISDOM FUND

                                 CLASS B SHARES
                                 CLASS C SHARES
                              INVESTOR CLASS SHARES
________________________________________________________________________________

                             ADDITIONAL INFORMATION

Additional  information  about the Fund is available in the Fund's SAI, which is
incorporated by reference into this prospectus. Additional information about the
Fund's  investments  is also  available  in the Fund's  Annual  and  Semi-annual
Reports to  shareholders.  The Fund's Annual Report will include a discussion of
market  conditions and investment  strategies  that  significantly  affected the
Fund's performance during its last fiscal year.

The SAI and the Annual and Semi-annual  Reports will be available free of charge
upon  request  (you may also request  other  information  about the Fund or make
shareholder inquiries) by contacting the Fund:


 By telephone:        1-800-773-3863


 By mail:             Wisdom Fund
                      Class B Shares, Class C Shares, or Investor Class Shares
                      c/o NC Shareholder Services
                      107 North Washington Street
                      Post Office Box 4365
                      Rocky Mount, NC  27803-0365


 By e-mail:           [email protected]


 On the Internet:     www.wisdomfund.com


Information  about the Fund can also be reviewed  and copied at the SEC's Public
Reference  Room in  Washington,  D.C.  Inquiries on the operations of the public
reference  room may be made by calling  the SEC at  1-202-942-8090.  Reports and
other  information  about the Fund are  available on the SEC's  Internet site at
http://www.sec.gov, and copies of this information may be obtained, upon payment
of a duplicating  fee, by electronic  request at the following  e-mail  address:
[email protected],   or  by  writing  the  SEC's  Public   Reference   Section,
Washington, D.C. 20549-0102.



Investment Company Act file number 811-08295



<PAGE>

                                     PART B
                                     ======

                       STATEMENT OF ADDITIONAL INFORMATION

                                   WISDOM FUND

                               September 29, 2000


                                 A series of the
                         NEW PROVIDENCE INVESTMENT TRUST
                107 North Washington Street, Post Office Box 4365
                     Rocky Mount, North Carolina 27803-0365
                            Telephone 1-877-352-0020






                                TABLE OF CONTENTS

                                                                          Page
OTHER INVESTMENT POLICIES................................................... 2
INVESTMENT LIMITATIONS...................................................... 6
PORTFOLIO TRANSACTIONS.......................................................7
DESCRIPTION OF THE TRUST.....................................................9
MANAGEMENT and OTHER service providers..................................... 10
SPECIAL SHAREHOLDER SERVICES............................................... 15
ADDITIONAL PERCHASE AND REDEMPTION INFORMATION............................. 16
NET ASSET VALUE ........................................................... 19
ADDITIONAL TAX INFORMATION................................................. 20
ADDITIONAL INFORMATION ON PERFORMANCE...................................... 21
FINANCIAL STATEMENTS........................................................23
APPENDIX A................................................................. 24








This  Statement  of  Additional  Information  ("SAI")  is  meant  to be  read in
conjunction with the Prospectuses for the Wisdom Fund ("Fund"),  dated September
29, 2000,  relating to the Fund's  Institutional  Class Shares,  Class B Shares,
Class C Shares, and Investor Class Shares, and hereby  incorporates by reference
those  Prospectuses  in  their  entirety.  Because  this  SAI  is not  itself  a
prospectus,  no  investment in shares of the Fund should be made solely upon the
information  contained herein.  The financial  statements and notes contained in
the Annual Report are  incorporated  by reference  into this SAI.  Copies of the
Fund's Prospectuses and Annual Report may be obtained at no charge by writing or
calling the Fund at the address and phone number shown above.  Capitalized terms
used but not defined herein have the same meanings as in each Prospectus.


<PAGE>

                            OTHER INVESTMENT POLICIES

The Wisdom Fund is a  non-diversified  series of the New  Providence  Investment
Trust ("Trust"),  an open-end  management company registered with the Securities
and Exchange  Commission  ("SEC").  The Trust was  organized as a  Massachusetts
business  trust on July 9, 1997,  under a Declaration  of Trust.  The investment
objective  and policies of the Fund are  described in the  Prospectuses  for the
Fund. Supplemental information about these policies is set forth below.

Repurchase  Agreements.  The Fund may acquire  U.S.  Government  obligations  or
corporate  debt  securities  subject  to  repurchase  agreements.  A  repurchase
transaction  occurs when, at the time the Fund purchases a security  (normally a
U.S. Treasury  obligation),  it also resells it to the vendor (normally a member
bank of the Federal Reserve or a registered  Government  Securities  dealer) and
must  deliver the security  (and/or  securities  substituted  for them under the
repurchase  agreement)  to the vendor on an agreed upon date in the future.  The
repurchase  price  exceeds the  purchase  price by an amount  which  reflects an
agreed upon market  interest rate  effective for the period of time during which
the  repurchase  agreement  is in effect.  Delivery  pursuant to the resale will
occur within one to five days of the purchase.

Repurchase agreements are considered "loans" under the Investment Company Act of
1940, as amended ("1940 Act"),  collateralized by the underlying  security.  The
Trust will  implement  procedures to monitor on a continuous  basis the value of
the  collateral  serving as security for repurchase  obligations.  Additionally,
Atlanta  Investment  Counsel,  LLC  ("Adviser"  to the Fund) will  consider  the
creditworthiness  of the  vendor.  If the vendor  fails to pay the  agreed  upon
resale price on the delivery date, the Fund will retain or attempt to dispose of
the collateral.  The Fund's risk is that such default may include any decline in
value of the  collateral to an amount which is less than 100% of the  repurchase
price,  any costs of disposing of such  collateral,  and any loss resulting from
any delay in  foreclosing  on the  collateral.  The Fund will not enter into any
repurchase  agreement,  which  will  cause more than 10% of its net assets to be
invested in  repurchase  agreements,  which  extend  beyond seven days and other
illiquid securities.

Money Market  Instruments.  Money market instruments may include U.S. Government
obligations or corporate debt obligations (including those subject to repurchase
agreements),  provided that they mature in thirteen months or less from the date
of acquisition and are otherwise eligible for purchase by the Fund. Money market
instruments also may include Banker's Acceptances and Certificates of Deposit of
domestic  branches of U.S. banks,  Commercial  Paper, and Variable Amount Demand
Master Notes ("Master Notes"). Banker's Acceptances are time drafts drawn on and
"accepted"  by a bank.  When a bank  "accepts"  such a time  draft,  it  assumes
liability  for its payment.  When the Fund acquires a Banker's  Acceptance,  the
bank  which  "accepted"  the time draft is liable for  payment of  interest  and
principal when due. The Banker's Acceptance carries the full faith and credit of
such bank. A Certificate  of Deposit  ("CD") is an unsecured,  interest  bearing
debt  obligation of a bank.  Commercial  Paper is an unsecured,  short-term debt
obligation of a bank, corporation, or other borrower.  Commercial Paper maturity
generally  ranges from two to 270 days and is usually sold on a discounted basis
rather  than  as  an  interest-bearing  instrument.  The  Fund  will  invest  in
Commercial Paper only if it is rated in one of the top two rating  categories by
Moody's Investors Service, Inc. ("Moody's"),  Standard & Poor's Ratings Services
("S&P"),  Fitch Investors Service, Inc. ("Fitch"),  or Duff & Phelps ("D&P"), or
if not rated, of equivalent quality in the Adviser's  opinion.  Commercial Paper
may  include  Master  Notes of the same  quality.  Master  Notes  are  unsecured
obligations  which are redeemable upon demand of the holder and which permit the
investment of fluctuating amounts at varying rates of interest. Master Notes are
acquired  by the Fund  only  through  the  Master  Note  program  of the  Fund's
custodian bank, acting as administrator  thereof. The Adviser will monitor, on a
continuous  basis, the earnings' power, cash flow, and other liquidity ratios of
the issuer of a Master Note held by the Fund.

Illiquid  Investments.  The  Fund  may  invest  up to 15% of its net  assets  in
illiquid securities, which are investments that cannot be sold or disposed of in
the ordinary course of business within seven days at approximately the prices at
which they are  valued.  Under the  supervision  of the Board of  Trustees,  the
Adviser determines the liquidity of the Fund's investments,  and through reports
from the Adviser,  the Board monitors  investments in illiquid  instruments.  In
determining  the liquidity of the Fund's  investments,  the Adviser may consider
various factors  including (1) the frequency of trades and  quotations,  (2) the
number of dealers and  prospective  purchasers  in the  marketplace,  (3) dealer
undertakings  to make a market,  (4) the nature of the security  (including  any
demand or tender  features),  and (5) the nature of the  marketplace  for trades
(including  the  ability to assign or offset the Fund's  rights and  obligations
relating to the investment). If through a change in values, net assets, or other
circumstances, the Fund were in a position where more than 15% of its net assets
were invested in illiquid securities, it would seek to take appropriate steps to
protect liquidity.

Historically,   illiquid   securities  have  included   securities   subject  to
contractual  or  legal  restrictions  on  resale  because  they  have  not  been
registered  under  the 1933 Act,  securities  which are  otherwise  not  readily
marketable  and  repurchase  agreements  having a maturity  of longer than seven
days.  Securities which have not been registered under the 1933 Act are referred
to as private  placements or restricted  securities  and are purchased  directly
from the issuer or in the secondary market. Mutual funds do not typically hold a
significant  amount of these restricted or other illiquid  securities because of
the potential for delays on resale and uncertainty in valuation.  Limitations on
resale may have an adverse effect on the  marketability of portfolio  securities
and a mutual  fund might be unable to dispose of  restricted  or other  illiquid
securities  promptly  or at  reasonable  prices  and  might  thereby  experience
difficulty  satisfying  redemptions  within seven days. A mutual fund might also
have to  register  such  restricted  securities  in  order  to  dispose  of them
resulting in  additional  expense and delay.  Adverse  market  conditions  could
impede such a public offering of securities.

In recent years, however, a large institutional market has developed for certain
securities  that are not  registered  under  the 1933 Act  including  repurchase
agreements,  commercial  paper,  foreign  securities,  municipal  securities and
corporate  bonds and  notes.  Institutional  investors  depend  on an  efficient
institutional market in which the unregistered security can be readily resold or
on an issuer's ability to honor a demand for repayment.  The fact that there are
contractual or legal  restrictions on resale to the general public or to certain
institutions may not be indicative of the liquidity of such investments.

Rule 144A  Securities  will be considered  illiquid and  therefore  subject to a
Portfolio's limit on the purchase of illiquid securities unless the Board or its
delegates  determines  that the Rule 144A  Securities  are  liquid.  In reaching
liquidity decisions, the Board of Trustees and its delegates may consider, inter
alia, the following factors:  (i) the unregistered nature of the security;  (ii)
the frequency of trades and quotes for the security; (iii) the number of dealers
wishing to  purchase  or sell the  security  and the  number of other  potential
purchasers;  (iv) dealer undertakings to make a market in the security;  and (v)
the nature of the security and the nature of the marketplace  trades (e.g.,  the
time needed to dispose of the security,  the method of soliciting offers and the
mechanics of the transfer).

Futures Contracts.  A futures contract is a bilateral agreement to buy or sell a
security (or deliver a cash settlement price, in the case of a contract relating
to an index or otherwise not calling for physical delivery at the end of trading
in  the  contracts)  for a set  price  in  the  future.  Futures  contracts  are
designated by boards of trade which have been designated  "contracts markets" by
the Commodities Futures Trading Commission  ("CFTC").  No purchase price is paid
or received when the contract is entered into.  Instead,  the Fund upon entering
into a futures  contract  (and to maintain the Fund's open  positions in futures
contracts)  would be  required to deposit  with its  custodian  in a  segregated
account  in the name of the  futures  broker an amount  of cash,  United  States
Government securities,  suitable money market instruments, or liquid, high-grade
debt securities, known as "initial margin." The margin required for a particular
futures contract is set by the exchange on which the contract is traded, and may
be  significantly  modified from time to time by the exchange during the term of
the contract.  Futures  contracts are  customarily  purchased and sold on margin
that may range  upward  from less  than 5% of the  value of the  contract  being
traded.  By using futures  contracts as a risk management  technique,  given the
greater  liquidity  in the  futures  market than in the cash  market,  it may be
possible to accomplish  certain results more quickly and with lower  transaction
costs.

If the price of an open futures  contract  changes (by increase in the case of a
sale or by decrease  in the case of a purchase)  so that the loss on the futures
contract  reaches a point at which the margin on deposit does not satisfy margin
requirements, the broker will require an increase in the margin. However, if the
value of a position  increases because of favorable price changes in the futures
contract so that the margin deposit exceeds the required margin, the broker will
pay the excess to the Fund. These subsequent payments called "variation margin,"
to and from the  futures  broker,  are made on a daily basis as the price of the
underlying  assets  fluctuate making the long and short positions in the futures
contract more or less valuable,  a process known as "marking to the market." The
Fund  expects to earn  interest  income on their  initial and  variation  margin
deposits.

The  Fund  will  incur  brokerage  fees  when it  purchases  and  sells  futures
contracts.  Positions  taken in the futures  markets are not normally held until
delivery or cash  settlement  is required,  but are instead  liquidated  through
offsetting  transactions  which may  result in a gain or a loss.  While  futures
positions taken by the Fund will usually be liquidated in this manner,  the Fund
may instead make or take delivery of underlying  securities  whenever it appears
economically  advantageous  for  the  Fund  to do so.  A  clearing  organization
associated with the exchange on which futures are traded assumes  responsibility
for closing out transactions and guarantees that as between the clearing members
of an exchange,  the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.

Securities  Index  Futures  Contracts.  Purchases or sales of  securities  index
futures  contracts  may be used in an attempt to protect  the Fund's  current or
intended  investments from broad fluctuations in securities prices. A securities
index futures contract does not require the physical delivery of securities, but
merely  provides  for profits and losses  resulting  from  changes in the market
value of the contract to be credited or debited at the close of each trading day
to the  respective  accounts of the parties to the contract.  On the  contract's
expiration  date a final cash  settlement  occurs and the futures  positions are
simply  closed out.  Changes in the market value of a particular  index  futures
contract  reflect  changes in the  specified  index of  securities  on which the
future is based.

By establishing an appropriate  "short" position in index futures,  the Fund may
also seek to protect the value of its  portfolio  against an overall  decline in
the market for such  securities.  Alternatively,  in anticipation of a generally
rising  market,  the Fund can seek to avoid losing the benefit of apparently low
current prices by establishing a "long" position in securities index futures and
later  liquidating that position as particular  securities are in fact acquired.
To the extent that these hedging  strategies  are  successful,  the Fund will be
affected to a lesser degree by adverse overall market price movements than would
otherwise be the case.

Options on Futures Contracts. The Fund may purchase exchange-traded call and put
options on futures contracts and write  exchange-traded  call options on futures
contracts. These options are traded on exchanges that are licensed and regulated
by the CFTC for the  purpose  of  options  trading.  A call  option on a futures
contract  gives the  purchaser  the right,  in return for the premium  paid,  to
purchase a futures contract  (assume a "long" position) at a specified  exercise
price at any time before the option  expires.  A put option gives the  purchaser
the right, in return for the premium paid, to sell a futures  contract (assume a
"short" position), for a specified exercise price, at any time before the option
expires.

The Fund will write only options on futures  contracts  which are "covered." The
Fund will be  considered  "covered"  with respect to a put option it has written
if, so long as it is obligated as a writer of the put, the Fund  segregates with
its custodian cash, United States Government  securities or liquid securities at
all times equal to or greater than the aggregate  exercise  price of the puts it
has written (less any related  margin  deposited with the futures  broker).  The
Fund will be considered  "covered"  with respect to a call option it has written
on a debt  security  future  if, so long as it is  obligated  as a writer of the
call, the Fund owns a security deliverable under the futures contract.  The Fund
will be considered  "covered"  with respect to a call option it has written on a
securities  index  future if the Fund owns,  so long as the Fund is obligated as
the writer of the call,  the Fund of securities  the price changes of which are,
in the opinion of the Manager,  expected to replicate substantially the movement
of the index upon which the futures contract is based.

Upon the  exercise of a call  option,  the writer of the option is  obligated to
sell the futures contract (to deliver a "long" position to the option holder) at
the option  exercise  price,  which will  presumably  be lower than the  current
market price of the contract in the futures market.  Upon exercise of a put, the
writer of the option is obligated to purchase  the futures  contract  (deliver a
"short"  position to the option holder) at the option  exercise price which will
presumably  be higher  than the  current  market  price of the  contract  in the
futures  market.  When the holder of an option  exercises  it and assumes a long
futures  position,  in the case of a call, or a short futures  position,  in the
case of a put, its gain will be credited to its futures  margin  account,  while
the loss suffered by the writer of the option will be debited to its account and
must be immediately paid by the writer. However, as with the trading of futures,
most  participants  in the options markets do not seek to realize their gains or
losses by exercise of their option rights. Instead, the holder of an option will
usually  realize a gain or loss by buying or selling an  offsetting  option at a
market  price that will  reflect an  increase  or a  decrease  from the  premium
originally paid.

If the Fund writes options on futures contracts, the Fund will receive a premium
but will  assume  a risk of  adverse  movement  in the  price of the  underlying
futures contract  comparable to that involved in holding a futures position.  If
the option is not  exercised,  the Fund will realize a gain in the amount of the
premium,  which  may  partially  offset  unfavorable  changes  in the  value  of
securities  held in or to be acquired for the Fund.  If the option is exercised,
the Fund will incur a loss in the option  transaction,  which will be reduced by
the amount of the premium it has  received,  but which will offset any favorable
changes in the value of its portfolio securities or, in the case of a put, lower
prices of securities it intends to acquire.

Options on futures contracts can be used by the Fund to hedge  substantially the
same  risks  as  might  be  addressed  by the  direct  purchase  or  sale of the
underlying  futures  contracts.  If the Fund  purchases  an  option on a futures
contract,  it may obtain benefits  similar to those that would result if it held
the futures  position  itself.  Purchases  of options on futures  contracts  may
present  less  risk in  hedging  than the  purchase  and sale of the  underlying
futures  contracts  since the  potential  loss is  limited  to the amount of the
premium plus related transaction costs.

The purchase of put options on futures  contracts is a means of hedging the Fund
of securities against a general decline in market prices. The purchase of a call
option on a futures  contract  represents  a means of  hedging  against a market
advance when the Fund is not fully invested.

The writing of a call option on a futures  contract  constitutes a partial hedge
against declining prices of the underlying  securities.  If the futures price at
expiration is below the exercise price,  the Fund will retain the full amount of
the option premium,  which provides a partial hedge against any decline that may
have occurred in the value of the Fund's holdings of securities.  The writing of
a put option on a futures  contract is  analogous  to the  purchase of a futures
contract in that it hedges  against an increase in the price of  securities  the
Fund intends to acquire.  However, the hedge is limited to the amount of premium
received for writing the put.

Limitations  on Purchase  and Sale of Futures  Contracts  and Options on Futures
Contracts.  The Fund will not engage in  transactions  in futures  contracts and
related options for speculation. In addition, the Fund will not purchase or sell
futures  contracts or related options unless either (1) the futures contracts or
options thereon are purchased for "bona fide hedging"  purposes (as that term is
defined under the CFTC regulations) or (2) if purchased for other purposes,  the
sum of the amounts of initial margin deposits on the Fund's existing futures and
premiums required to establish non-hedging  positions,  less the amount by which
any  such  options   positions  are   "in-the-money"   (as  defined  under  CFTC
regulations)  would not exceed 5% of the  liquidation  value of the Fund's total
assets. In instances  involving the purchase of futures contracts or the writing
of put  options  thereon  by the Fund,  an amount of cash and cash  equivalents,
equal to the cost of such futures contracts or options written (less any related
margin deposits),  will be deposited in a segregated account with its custodian,
thereby  insuring  that  the  use of  such  futures  contracts  and  options  is
unleveraged. In instances involving the sale of futures contracts or the writing
of call options  thereon by the Fund,  the  securities  underlying  such futures
contracts or options will at all times be maintained by the Fund or, in the case
of index futures and related  options,  the Fund will own  securities  the price
changes of which are,  in the  opinion of the  Manager,  expected  to  replicate
substantially  the  movement  of the index upon which the  futures  contract  or
option is based.

Options. A call option is a contract which gives the purchaser of the option (in
return  for a premium  paid) the right to buy,  and the writer of the option (in
return for a premium  received) the obligation to sell, the underlying  security
at the  exercise  price  at any  time  prior to the  expiration  of the  option,
regardless of the market price of the security during the option period.  A call
option on a security is covered, for example, when the writer of the call option
owns the  security on which the option is written (or on a security  convertible
into such a security  without  additional  consideration)  throughout the option
period.

Writing Call  Options.  The Fund will write  covered call options both to reduce
the risks  associated  with  certain of its  investments  and to increase  total
investment  return  through the receipt of  premiums.  In return for the premium
income,  the Fund will give up the opportunity to profit from an increase in the
market price of the underlying  security above the exercise price so long as its
obligations  under  the  contract  continue,   except  insofar  as  the  premium
represents a profit.  Moreover, in writing the call option, the Fund will retain
the risk of loss  should  the price of the  security  decline.  The  premium  is
intended to offset that loss in whole or in part.  Unlike the situation in which
the Fund owns securities not subject to a call option, the Fund, in writing call
options,  must  assume that the call may be  exercised  at any time prior to the
expiration of its obligation as a writer, and that in such circumstances the net
proceeds  realized from the sale of the  underlying  securities  pursuant to the
call may be substantially below the prevailing market price.

The Fund may terminate its  obligation  under an option it has written by buying
an  identical  option.   Such  a  transaction  is  called  a  "closing  purchase
transaction."  The Fund will  realize  a gain or loss  from a  closing  purchase
transaction  if the amount  paid to  purchase a call option is less or more than
the  amount  received  from the sale of the  corresponding  call  option.  Also,
because  increases in the market price of a call option will  generally  reflect
increases in the market price of the  underlying  security,  any loss  resulting
from the  exercise  or  closing  out of a call  option is likely to be offset in
whole or part by unrealized appreciation of the underlying security owned by the
Fund. When an underlying security is sold from the Fund's securities  portfolio,
the Fund  will  effect a  closing  purchase  transaction  so as to close out any
existing covered call option on that underlying security.

Writing Put Options.  The writer of a put option  becomes  obligated to purchase
the  underlying  security at a specified  price during the option  period if the
buyer  elects to exercise the option  before its  expiration  date.  If the Fund
writes a put option,  the Fund will be required to "cover" it, for  example,  by
depositing and maintaining in a segregated account with its custodian cash, U.S.
Government  securities  or other  liquid  securities  having a value equal to or
greater than the exercise price of the option.

The Fund may write put options either to earn  additional  income in the form of
option  premiums  (anticipating  that the price of the underlying  security will
remain stable or rise during the option period and the option will therefore not
be  exercised)  or to acquire  the  underlying  security at a net cost below the
current value (e.g.,  the option is exercised  because of a decline in the price
of the  underlying  security,  but the  amount  paid by the Fund,  offset by the
option premium,  is less than the current price). The risk of either strategy is
that the price of the underlying  security may decline by an amount greater than
the premium  received.  The premium  which the Fund  receives from writing a put
option  will  reflect,  among other  things,  the  current  market  price of the
underlying  security,  the  relationship  of the  exercise  price to that market
price, the historical price  volatility of the underlying  security,  the option
period,  supply  and demand and  interest  rates.  The Fund may effect a closing
purchase  transaction  to  realize a profit on an  outstanding  put option or to
prevent an outstanding put option from being exercised.

Purchasing Put and Call Options. The Fund may purchase put options on securities
to protect their  holdings  against a substantial  decline in market value.  The
purchase of put options on securities will enable the Fund to preserve, at least
partially,  unrealized gains in an appreciated security in its portfolio without
actually  selling the security.  In addition,  the Fund will continue to receive
interest or dividend  income on the  security.  The Fund may also  purchase call
options  on  securities  to close out  positions.  The Fund may sell put or call
options they have previously purchased, which could result in a net gain or loss
depending  on whether  the amount  received on the sale is more or less than the
premium and other  transaction  costs paid on the put or call  option  which was
bought.

Securities  Index  Options.  The Fund may write covered put and call options and
purchase call and put options on  securities  indexes for the purpose of hedging
against the risk of unfavorable price movements adversely affecting the value of
the Fund's securities or securities it intends to purchase. The Fund writes only
"covered"  options.  A call option on a securities index is considered  covered,
for example,  if, so long as the Fund is obligated as the writer of the call, it
holds  securities the price changes of which are, in the opinion of the Manager,
expected to  replicate  substantially  the movement of the index or indexes upon
which the options  written by the Fund are based.  A put on a  securities  index
written by the Fund will be considered covered if, so long as it is obligated as
the writer of the put,  the Fund  segregates  with its  custodian  cash,  United
States Government  securities or other liquid high-grade debt obligations having
a value equal to or greater  than the  exercise  price of the  option.  Unlike a
stock  option,  which gives the holder the right to purchase or sell a specified
stock at a specified price, an option on a securities index gives the holder the
right to receive a cash "exercise settlement amount" equal to (i) the difference
between the exercise price of the option and the value of the  underlying  stock
index on the exercise date, multiplied by (ii) a fixed "index multiplier."

A securities index fluctuates with changes in the market value of the securities
so included.  For example,  some  securities  index options are based on a broad
market  index  such as the S&P 500  Index  or the  NYSE  Composite  Index,  or a
narrower market index such as the S&P 100 Index. Indexes may also be based on an
industry or market  segment  such as the AMEX Oil and Gas Index or the  Computer
and Business Equipment Index.

Forward Commitment & When-Issued Securities. The Fund may purchase securities on
a  when-issued  basis  or for  settlement  at a future  date if the  Fund  holds
sufficient assets to meet the purchase price. In such purchase transactions, the
Fund will not  accrue  interest  on the  purchased  security  until  the  actual
settlement.  Similarly,  if a security is sold for a forward date, the Fund will
accrue the  interest  until the  settlement  of the sale.  When-issued  security
purchases and forward commitments have a higher degree of risk of price movement
before  settlement  due to the extended  time period  between the  execution and
settlement  of  the  purchase  or  sale.  As  a  result,  the  exposure  to  the
counterparty  of the  purchase  or sale is  increased.  Although  the Fund would
generally purchase  securities on a forward commitment or when-issued basis with
the intention of taking delivery, the Fund may sell such a security prior to the
settlement date if the Adviser felt such action was appropriate. In such a case,
the Fund could incur a short-term gain or loss.


                             INVESTMENT LIMITATIONS

The Fund has adopted the following  fundamental  investment  limitations,  which
cannot be changed  without  approval by holders of a majority of the outstanding
voting shares of the Fund. A "majority" for this purpose means the lesser of (i)
67% of the  Fund's  outstanding  shares  represented  in person or by proxy at a
meeting at which more than 50% of its  outstanding  shares are  represented,  or
(ii)  more  than 50% of its  outstanding  shares.  Unless  otherwise  indicated,
percentage limitations apply at the time of purchase.


As a matter of fundamental policy, the Fund may not:

1.   Issue senior securities, borrow money, or pledge its assets, except that it
     may borrow  from banks as a  temporary  measure  (a) for  extraordinary  or
     emergency purposes,  in amounts not exceeding 5% of its total assets or (b)
     to meet  redemption  requests  in amounts  not  exceeding  15% of its total
     assets.  The Fund will not make any investments if borrowing  exceeds 5% of
     its total assets until such time as total borrowing represents less than 5%
     of Fund assets;

2.   Concentrate its investments by investing 25% or more of its total assets in
     any one  industry,  unless such  concentration  of  investments  in any one
     industry or group of industries  would be necessary,  from time to time, in
     order for the Fund to achieve its  objective  of  investing,  as closely as
     possible,  in the same  securities  know to be owned by Berkshire  Hathaway
     Holdings;

3.   Invest for the  purpose of  exercising  control  or  management  of another
     issuer;

4.   Purchase  or  sell  commodities  or  commodities  contracts;   real  estate
     (including limited partnership interests,  but excluding readily marketable
     interests in real estate investment  trusts or other securities  secured by
     real estate or interests therein or readily marketable securities issued by
     companies that invest in real estate or interests therein); or interests in
     oil, gas, or other mineral  exploration or  development  programs or leases
     (although it may invest in readily  marketable  securities  of issuers that
     invest in or sponsor such programs or leases);

5.   Underwrite  securities  issued by  others  except  to the  extent  that the
     disposition of portfolio securities, either directly from an issuer or from
     an underwriter for an issuer, may be deemed to be an underwriting under the
     federal securities laws;

6.   Participate on a joint or joint and several basis in any trading account in
     securities;

7.   Invest its assets in the  securities  of one or more  investment  companies
     except to the extent permitted by the 1940 Act; and

8.   Make  loans of money or  securities,  except  that the Fund may  invest  in
     repurchase agreements, money market instruments, and other debt securities.

The following  investment  limitations  are not  fundamental  and may be changed
without shareholder  approval.  As a matter of non-fundamental  policy, the Fund
may not:

1.   Invest in  securities  of  issuers  which  have a record of less than three
     years'  continuous  operation  (including  predecessors and, in the case of
     bonds, guarantors) if more than 5% of its total assets would be invested in
     such securities;

2.   Invest  more than 15% of its net assets in  illiquid  securities.  For this
     purpose,  illiquid  securities  include,  among others,  (a) securities for
     which no readily available market exists or which have legal or contractual
     restrictions  on  resale,  (b)  fixed-time  deposits  that are  subject  to
     withdrawal  penalties and have  maturities of more than seven days, and (c)
     repurchase agreements not terminable within seven days;

3.   Invest in the securities of any issuer if those officers or Trustees of the
     Trust and those officers and directors of the Adviser who  individually own
     more than 1/2 of 1% of the  outstanding  securities of such issuer together
     own more than 5% of such issuer's securities;

4.   Make short sales of securities or maintain a short  position,  except short
     sales  "against  the box." (A short sale is made by selling a security  the
     Fund does not own. A short sale is "against the box" to the extent that the
     Fund  contemporaneously  owns or has the right to  obtain at no  additional
     cost securities identical to those sold short.) While the Fund has reserved
     the right to make short sales "against the box," the Adviser has no present
     intention  of  engaging  in such  transactions  at this time or during  the
     coming year;

5.   Purchase  foreign  securities  other than  those  traded on  domestic  U.S.
     exchanges; and

6.   Write, purchase, or sell puts, calls,  straddles,  spreads, or combinations
     thereof  or futures  contracts  or  related  options,  except to the extent
     permitted by the Fund's prospectus and Statement of Additional  Information
     as may be amended from time to time.

                             PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Trust's Board of Trustees, the Adviser
is responsible  for, makes  decisions with respect to, and places orders for all
purchases and sales of portfolio securities for the Fund.

The  annualized  portfolio  turnover rate for the Fund is calculated by dividing
the lesser of  purchases  or sales of  portfolio  securities  for the  reporting
period by the monthly average value of the portfolio securities owned during the
reporting  period.  The calculation  excludes all securities whose maturities or
expiration  dates at the  time of  acquisition  are one year or less.  Portfolio
turnover  of the Fund may vary  greatly  from  year to year as well as  within a
particular  year,  and may be affected by cash  requirements  for  redemption of
shares  and by  requirements  that  enable  the Fund to  receive  favorable  tax
treatment.  Portfolio  turnover  will not be a  limiting  factor in making  Fund
decisions,  and the Fund  may  engage  in  short-term  trading  to  achieve  its
investment objectives.

Purchases  of money  market  instruments  by the Fund  are  made  from  dealers,
underwriters,  and  issuers.  The Fund  currently  does not  expect to incur any
brokerage   commission  expense  on  such  transactions   because  money  market
instruments  are  generally  traded  on a "net"  basis  by a  dealer  acting  as
principal  for its own  account  without a stated  commission.  The price of the
security, however, usually includes a profit to the dealer. Securities purchased
in  underwritten  offerings  include  a  fixed  amount  of  compensation  to the
underwriter,  generally referred to as the underwriter's concession or discount.
When  securities are purchased  directly from or sold directly to an issuer,  no
commissions or discounts are paid.

Transactions on U.S. stock exchanges involve the payment of negotiated brokerage
commissions.  On  exchanges on which  commissions  are  negotiated,  the cost of
transactions   may  vary   among   different   brokers.   Transactions   in  the
over-the-counter  market are generally on a net basis (i.e., without commission)
through dealers, or otherwise involve  transactions  directly with the issuer of
an instrument.

The Fund may participate,  if and when practicable,  in bidding for the purchase
of Fund  securities  directly  from an issuer in order to take  advantage of the
lower  purchase  price  available to members of a bidding  group.  The Fund will
engage in this practice, however, only when the Adviser, in its sole discretion,
believes such practice to be otherwise in the Fund's interest.

In executing Fund  transactions  and selecting  brokers or dealers,  the Adviser
will seek to obtain the best overall terms  available for the Fund. In assessing
the best overall terms available for any transaction, the Adviser shall consider
factors it deems relevant,  including the breadth of the market in the security,
the price of the security,  the financial condition and execution  capability of
the broker or dealer, and the reasonableness of the commission, if any, both for
the specific  transaction and on a continuing basis. The sale of Fund shares may
be  considered  when  determining  the  firms  that  are  to  execute  brokerage
transactions  for the Fund. In addition,  the Adviser is authorized to cause the
Fund to pay a broker-dealer  which furnishes  brokerage and research  services a
higher commission than that which might be charged by another  broker-dealer for
effecting the same  transaction,  provided  that the Adviser  determines in good
faith  that  such  commission  is  reasonable  in  relation  to the value of the
brokerage and research services provided by such broker-dealer,  viewed in terms
of either the  particular  transaction  or the overall  responsibilities  of the
Adviser to the Fund.  Such  brokerage  and research  services  might  consist of
reports and statistics  relating to specific  companies or  industries;  general
summaries  of groups of stocks  or bonds  and  their  comparative  earnings  and
yields;  or broad  overviews  of the  stock,  bond,  and  government  securities
markets; and the economy.

Supplementary  research  information  so received is in addition  to, and not in
lieu of,  services  required to be  performed by the Adviser and does not reduce
the advisory fees payable by the Fund. The Trustees will periodically review any
commissions  paid by the Fund to  consider  whether  the  commissions  paid over
representative  periods  of time  appear to be  reasonable  in  relation  to the
benefits  inuring to the Fund. It is possible that certain of the  supplementary
research or other  services  received will  primarily  benefit one or more other
investment   companies  or  other  accounts  for  which  the  Adviser  exercises
investment  discretion.  Conversely,  the Fund may be the primary beneficiary of
the  research  or  services  received  as a result  of  securities  transactions
effected for such other account or investment company.

The Adviser may also utilize a brokerage firm  affiliated  with the Trust or the
Adviser if it believes it can obtain the best  execution  of  transactions  from
such broker. The Fund will not execute portfolio  transactions through,  acquire
securities  issued  by,  make  savings  deposits  in, or enter  into  repurchase
agreements with the Adviser or an affiliated person of the Adviser (as such term
is defined in the 1940 Act) acting as principal,  except to the extent permitted
by the Securities and Exchange Commission  ("SEC").  In addition,  the Fund will
not purchase  securities  during the  existence of any  underwriting  or selling
group  relating  thereto of which the Adviser,  or an  affiliated  person of the
Adviser,  is a member,  except to the extent permitted by the SEC. Under certain
circumstances, the Fund may be at a disadvantage because of these limitations in
comparison  with  other  investment   companies  that  have  similar  investment
objectives but are not subject to such limitations.

Investment  decisions for the Fund will be made independently from those for any
other series of the Trust,  if any, and for any other  investment  companies and
accounts advised or managed by the Adviser.  Such other investment companies and
accounts  may also  invest in the same  securities  as the Fund.  To the  extent
permitted  by law,  the  Adviser  may  aggregate  the  securities  to be sold or
purchased for the Fund with those to be sold or purchased  for other  investment
companies or accounts in executing transactions.  When a purchase or sale of the
same security is made at  substantially  the same time on behalf of the Fund and
another  investment  company or account,  the transaction will be averaged as to
price and  available  investments  allocated  as to amount in a manner which the
Adviser believes to be equitable to the Fund and such other  investment  company
or account.  In some instances,  this investment  procedure may adversely affect
the price paid or received by the Fund or the size of the  position  obtained or
sold by the Fund.

For  the  fiscal  year  ended  May 31,  2000,  the  total  amount  of  brokerage
commissions  paid by the Fund was $4,747.  For the fiscal  period  ended May 31,
1999, the total amount of brokerage commissions paid by the Fund was $353.


                            DESCRIPTION OF THE TRUST

The Trust is an unincorporated  business trust organized under Massachusetts law
on July 9,  1997.  The  Trust's  Declaration  of Trust  authorizes  the Board of
Trustees  to divide  shares  into  series,  each  series  relating to a separate
portfolio of  investments,  and to classify and reclassify  any unissued  shares
into one or more classes of shares of each such series. The Declaration of Trust
currently  provides for the shares of one series, the Fund. The number of shares
of each  series  shall be  unlimited.  The Trust does not intend to issue  share
certificates.

In the event of a  liquidation  or  dissolution  of the  Trust or an  individual
series, such as the Fund,  shareholders of a particular series would be entitled
to receive the assets  available  for  distribution  belonging  to such  series.
Shareholders  of a  series  are  entitled  to  participate  equally  in the  net
distributable assets of the particular series involved on liquidation,  based on
the number of shares of the series that are held by each  shareholder.  If there
are any assets,  income,  earnings,  proceeds,  funds or payments,  that are not
readily  identifiable as belonging to any particular  series, the Trustees shall
allocate  them  among  any one or more of the  series  as they,  in  their  sole
discretion, deem fair and equitable.

Shareholders  of all of the series of the Trust,  including the Fund,  will vote
together and not  separately  on a  series-by-series  or  class-by-class  basis,
except as  otherwise  required by law or when the Board of  Trustees  determines
that the matter to be voted upon affects only the interests of the  shareholders
of a particular  series or class.  The Trust has adopted an Amended and Restated
Rule 18f-3  Multi-class Plan that contains the general  characteristics  of, and
conditions  under which the Trust may offer  multiple  classes of shares of each
series.  Rule 18f-2 under the 1940 Act provides  that any matter  required to be
submitted to the holders of the outstanding  voting  securities of an investment
company  such as the Trust  shall not be deemed to have been  effectively  acted
upon unless approved by the holders of a majority of the  outstanding  shares of
each series or class affected by the matter.  A series or class is affected by a
matter  unless it is clear  that the  interests  of each  series or class in the
matter  are  substantially  identical  or that the  matter  does not  affect any
interest of the series or class. Under Rule 18f-2, the approval of an investment
advisory  agreement or any change in a  fundamental  investment  policy would be
effectively  acted upon with  respect to a series only if approved by a majority
of the outstanding shares of such series.  However,  the Rule also provides that
the ratification of the appointment of independent accountants,  the approval of
principal underwriting contracts and the election of Trustees may be effectively
acted upon by  shareholders  of the Trust voting  together,  without regard to a
particular series or class.

When used in the Prospectus or this SAI, a "majority" of shareholders  means the
vote of the  lesser  of (1) 67% of the  shares  of the  Trust or the  applicable
series or class  present  at a meeting  if the  holders  of more than 50% of the
outstanding  shares are  present in person or by proxy,  or (2) more than 50% of
the outstanding  shares of the Trust or the applicable  series or class.  Shares
have non-cumulative voting rights, which means that the holders of more than 50%
of the  shares  voting  for the  election  of  Trustees  can  elect  100% of the
Trustees, and in this event, the holders of the remaining shares voting will not
be able to elect any  Trustees.  The  Trustees  will hold  office  indefinitely,
except  that:  (1) any Trustee may resign or retire;  and (2) any Trustee may be
removed: (a) any time by written instrument signed by at least two-thirds of the
number of Trustees prior to such removal;  (b) at any meeting of shareholders of
the Trust by a vote of two-thirds of the outstanding shares of the Trust; or (c)
by a written declaration signed by shareholders holding not less than two-thirds
of the  outstanding  shares of the Trust and filed with the  Trust's  custodian.
Shareholders  have certain  rights,  as set forth in the  Declaration  of Trust,
including the right to call a meeting of the shareholders.  Shareholders holding
not less than 10% of the shares then  outstanding  may  require the  Trustees to
call a meeting,  and the Trustees are obligated to provide certain assistance to
shareholders  desiring to  communicate  with other  shareholders  in such regard
(e.g.,  providing  access to shareholder  lists,  etc.). In case a vacancy or an
anticipated  vacancy on the Board of Trustees  shall for any reason  exist,  the
vacancy shall be filled by the  affirmative  vote of a majority of the remaining
Trustees,  subject to certain restrictions under the 1940 Act. Otherwise,  there
will  normally  be no  meeting  of  shareholders  for the  purpose  of  electing
Trustees,  and  the  Trust  does  not  expect  to  have  an  annual  meeting  of
shareholders.

When issued for payment as described in the Prospectus  and this SAI,  shares of
the Fund will be fully paid and non-assessable.

The  Declaration  of Trust  provides  that the Trustees of the Trust will not be
liable in any event in connection with the affairs of the Trust,  except as such
liability may arise from his or her own bad faith,  willful  misfeasance,  gross
negligence,  or reckless  disregard of duties.  It also  provides that all third
parties  shall look  solely to the Trust  property  for  satisfaction  of claims
arising in connection with the affairs of the Trust. With the exceptions stated,
the  Declaration  of Trust  provides that a Trustee or officer is entitled to be
indemnified against all liability in connection with the affairs of the Trust.


                     MANAGEMENT AND OTHER SERVICE PROVIDERS

The  Board  of  Trustees  of the  Trust  ("Trustees")  is  responsible  for  the
management and  supervision of the Fund.  The Trustees  approve all  significant
agreements  between the Trust,  on behalf of the Fund, and those  companies that
furnish services to the Fund. This section of the SAI provides information about
the  persons  who  serve  as  Trustees  and  officers  to the  Trust  and  Fund,
respectively, as well as the entities that provide services to the Fund.

Trustees and Officers. The following are the Trustees and Officers of the Trust,
their  age,  their  present  position  with the  Trust or the  Fund,  and  their
principal  occupation  during  the past five  years.  There  are no  "interested
persons"  (as  defined in the 1940 Act) with either the Trust or the Adviser who
serve as trustees.

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

----------------------------------------- ------------------------ -------------------------------------------------------
                                          Position(s)  with  Fund  Principal Occupation(s)
Name, Age, and Address                    and/or Trust             During Past 5 Years
----------------------------------------- ------------------------ -------------------------------------------------------
Jack E. Brinson, 68                       Trustee                  President
1105 Panola Street                                                 Brinson Investment Co.;
Tarboro, North Carolina 27886                                      President
                                                                   Brinson Chevrolet, Inc.
                                                                   Tarboro, North Carolina
                                                                   Independent Trustee - Nottingham  Investment Trust II,
                                                                   Gardner Lewis  Investment  Trust,  and Woodlawn  Funds
                                                                   Trust
                                                                   Rocky Mount, North Carolina

----------------------------------------- ------------------------ -------------------------------------------------------
C. Frank Watson, III, 30                  Secretary                President
105 North Washington Street                                        The Nottingham Company
Rocky Mount, North Carolina 27802                                      (Administrator to the Fund)
                                                                   Rocky Mount, North Carolina
----------------------------------------- ------------------------ -------------------------------------------------------
Julian G. Winters, 31                     Treasurer                Legal and Compliance Director
105 North Washington Street               The Nottingham Company   The Nottingham Company
(Administrator to the Fund)                                            (Administrator to the Fund)
Rocky Mount, North Carolina 27802                                  Rocky Mount, North Carolina, since 1996;
Rocky Mount, North Carolina,                                       Previously, Operations Manager
                                                                   Tar Heel Medical, Inc.
                                                                   Nashville, North Carolina
----------------------------------------- ------------------------ -------------------------------------------------------
</TABLE>

Compensation.  Trustees and Officers of the Trust who are interested  persons of
the Trust or the Adviser  will  receive no salary or fees from the Trust.  Other
Trustees will receive  $2,000 each year plus $250 per Fund per meeting  attended
in person and $100 per Fund per meeting  attended by  telephone.  The Trust will
also reimburse each Trustee for his or her travel and other expenses relating to
attendance at such meetings.

                                                Compensation Table*
<TABLE>
<S>                     <C>                    <C>                      <C>                   <C>

---------------------- ----------------------- ------------------------ --------------------- -------------------------
                                                                                              Total Compensation From
                             Aggregate                                    Estimated Annual     Fund and Fund Complex
                       Compensation From the    Pension or Retirement      Benefits Upon        Paid to Directors**
   Name of Trustee              Fund                  Benefits               Retirement
---------------------- ----------------------- ------------------------ --------------------- -------------------------
   Jack E. Brinson             $2,250                    N/A                    N/A                    $4,250
---------------------- ----------------------- ------------------------ --------------------- -------------------------
</TABLE>

*    The figures in the table above are for the fiscal year ended May 31,  2000.
**   Mr. Brinson currently serves as Trustee for the one fund of the Trust.

Principal Holders of Voting  Securities.  As of September 14, 2000, the Trustees
and Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment  power) less than 1% of the then  outstanding  shares of the Fund. On
the same date the  following  shareholders  owned of record  more than 5% of the
outstanding  shares of beneficial  interest of each Class of the Fund. Except as
provided  below,  no person is known by the Trust to be the beneficial  owner of
more than 5% of the  outstanding  shares of a Class of the Fund as of  September
14, 2000.
<TABLE>
<S>                                                <C>                                                          <C>

------------------------------------------------------------------------------------------------------------------------------------
                                                     INSTITUTIONAL CLASS SHARES
------------------------------------------------------------------------------------------------------------------------------------

     Name and Address of                              Amount and Nature of
     Beneficial Owner                                 Beneficial Ownership                                       Percent
------------------------------------------------------------------------------------------------------------------------------------

     John M. Templeton Jr.                               119,833.389 shares                                      43.660%*
     601 Pembroke Road
     Brynmawr, PA 19010

     John Ezra Irrevocable Trust                         100,533.504 shares                                      36.638%*
     Gail J. Zimmerman, Trustee
     2361 Trojan Drive
     Casper, WY 82609

     Anne D. Zimmerman                                    17,068.063 shares                                       6.219%
     & Gail J. Zimmerman JTWROS
     2361 Trojan Drive
     Casper, WY 82609

     John K. Donaldson                                    17,068.063 shares                                       6.219%
     2859 Paces Ferry Road
     Suite 2125
     Atlanta, GA 30339

           *  Pursuant  to  applicable  SEC  regulations,  these  shareholders  are  deemed  to  control  the Fund.
              Additionally, Mr. Templeton is a control person of the Adviser.
</TABLE>
<TABLE>
<S>                                                <C>                                                          <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                           CLASS B SHARES
------------------------------------------------------------------------------------------------------------------------------------

     Name and Address of                              Amount and Nature of
     Beneficial Owner                                 Beneficial Ownership                                      Percent
------------------------------------------------------------------------------------------------------------------------------------

     Anne C. Rymer                                      52,192.067 shares                                      30.311%*
     100 Scenic Highway #28
     Lookout Mountain, TN  37350

     Richard A. Hoefs                                   49,701.789 shares                                      28.865%*
     2993 Woods Edge Way
     Fitchburg, WI  53711

     S. B. Rymer, Jr.                                   31,315.240 shares                                       18.187%
     100 Scenic Highway #28
     Lookout Mountain, TN  37350

     James A. Labrie Trust                              23,017.388 shares                                       13.368%
     Post Office Box 6808
     Portsmouth, NH  03802-6808

     Susan Segerstrom Perry &                           10,596.271 shares                                       6.154%
     Seven Lee Perry Family Trust
     25222 Derbyhill Drive
     Laguana Hills, CA 92653
</TABLE>
<TABLE>
<S>                                                <C>                                                          <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                           CLASS C SHARES
------------------------------------------------------------------------------------------------------------------------------------

     Name and Address of                              Amount and Nature of
     Beneficial Owner                                 Beneficial Ownership                                      Percent
------------------------------------------------------------------------------------------------------------------------------------

     JoAnn Travis McLean                                6,310.381 shares                                        18.274%
     2306 Jasmine Street
     Monroe, LA  71201

     Donaldson Lufkin Jenrette                          2,515.091 shares                                        7.283%
     Fbo Securities Corporation Inc.
     Post Office Box 2052
     Jersey City, NJ  07303-9998

     Bernard & Clara Grannemann                         1,968.504 shares                                        5.700%
     Family Trust
     638 West 700th Avenue
     Helper, KS  66746

     First Clearing Corporation                         1,888.574 shares                                        5.469%
     Fbo John Nepote
     613 W. Leighton
     Frontenac, KS  66763-2125

</TABLE>
<TABLE>
<S>                                                <C>                                                          <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                        INVESTOR CLASS SHARES
------------------------------------------------------------------------------------------------------------------------------------

     Name and Address of                              Amount and Nature of
     Beneficial Owner                                 Beneficial Ownership                                      Percent
------------------------------------------------------------------------------------------------------------------------------------

     Robert Scott Zimmer                                10,100.917 shares                                       22.468%
     1343 Main Street
     Suite 400
     Sarasota, FL  34236

     M & C Heinrich Family                              9,216.590 shares                                        20.501%
     Limited Partnership
     3611 Wimbledon Drive
     Lake Mary, FL  32746

     Joanne Kollar & Richard Wolfe, JTWROS              2,376.827 shares                                        5.287%
     123 N. Harding Street
     Greenville, NC  27858-1325

</TABLE>

Investment   Adviser.   Information  about  Atlanta  Investment   Counsel,   LLC
("Adviser"),  2771 Carmon-on-Wesley,  NW, Suite 100, Atlanta, Georgia 30327, and
its duties and  compensation  as Adviser is  contained  in the  Prospectus.  The
Adviser  supervises the Fund's  investments  pursuant to an Investment  Advisory
Agreement  ("Advisory  Agreement").  The Advisory  Agreement is effective  for a
two-year period and will be renewed  thereafter only so long as such renewal and
continuance is specifically  approved at least annually by the Board of Trustees
or by vote of a majority of the Fund's outstanding  voting securities,  provided
the  continuance  is also  approved  by a majority of the  Trustees  who are not
parties to the Advisory  Agreement or interested  persons of any such party. The
Advisory Agreement is terminable without penalty on 60-days' notice by the Board
of  Trustees  of the Trust or by vote of a majority  of the  outstanding  voting
securities of the Fund. The Advisory  Agreement  provides that it will terminate
automatically in the event of its assignment.

The Adviser  will  receive a monthly  management  fee equal to an annual rate of
0.50% of the Fund's net assets of $500 million and less, and 0.40% of the Fund's
net assets  greater then $500  million.  For the fiscal year ended May 31, 2000,
the  Adviser  waived  all of the  management  fee from the Fund in the amount of
$12,914,  and voluntarily  reimbursed a portion of the Fund's operating expenses
in the amount of $110,174. For the fiscal period ended May 31, 1999, the Adviser
waived  all of the  management  fee  from the Fund in the  amount  of $700,  and
voluntarily  reimbursed a portion of the Fund's operating expenses in the amount
of $31,681.

The  Adviser  manages  the  Fund's  investments  in  accordance  with the stated
policies  of the Fund,  subject to the  approval of the  Trust's  Trustees.  The
Adviser is  responsible  for  investment  decisions,  and provides the Fund with
portfolio  managers who are authorized by the Trustees to execute  purchases and
sales  of  securities.  The  portfolio  managers  for the  Fund  are C.  Douglas
Davenport, J.D., John K. Donaldson (controlling member of the Adviser), and Kyle
Tomlin,  CFA. The Trust,  the Adviser,  and the Distributor  each have adopted a
Code of Ethics that permits its personnel,  subject to such  respective  Code of
Ethics, to invest in securities,  including  securities that may be purchased or
held by the Fund. The Adviser's Code of Ethics subjects its employees'  personal
securities transactions to various restrictions to ensure that such trading does
not  disadvantage  any Fund  advised by the Adviser.  In that regard,  portfolio
managers  and other  investment  personnel  of the  Adviser  must  report  their
personal securities transactions and holdings, which are reviewed for compliance
with the Code of Ethics.  Portfolio managers and other investment  personnel who
comply with the Code of Ethics' procedures may be permitted to purchase, sell or
hold  securities  which  also may be or are held in fund(s)  they  manage or for
which they otherwise provide investment advice.

Under  the  Advisory  Agreement,  the  Adviser  is not  liable  for any error of
judgment or mistake of law or for any loss  suffered  by the Fund in  connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of  compensation  for services;  or a
loss resulting from willful  misfeasance,  bad faith, or gross negligence on the
part of the  Adviser in the  performance  of its  duties;  or from its  reckless
disregard of its duties and obligations under the Agreement.

John K. Donaldson  controls the Adviser.  Mr.  Donaldson is also the controlling
member of another Investment Adviser, New Providence Capital Management, L.L.C.,
an affiliate of the Adviser.

Fund Accountant and Administrator.  The Trust has entered into a Fund Accounting
and    Administration    Agreement   with   The   Nottingham    Company,    Inc.
("Administrator"), 105 North Washington Street, Post Office Box 69, Rocky Mount,
North Carolina  27802-0069.  Compensation of the  Administrator,  based upon the
average  daily net assets of the Fund for fund  administration  fees,  is at the
annual rate of 0.125% on the first $50  million of the Fund's net assets;  0.10%
on the next $50  million;  and  0.075%  on all  assets  over  $100  million.  In
addition, the Administrator  currently receives a monthly fund accounting fee of
$2,250 for accounting and recordkeeping  services for the Fund and an additional
$750 per month for each additional  Class. The  Administrator  charges a minimum
annual  fee of  $41,000  for all of its fees  taken in the  aggregate,  analyzed
monthly. The Administrator also charges the Fund for certain costs involved with
the daily valuation of investment securities and is reimbursed for out-of-pocket
expenses.

For the fiscal  year ended May 31,  2000,  the  Administrator  received  for its
services fund accounting fees of $45,000 and received fund  administration  fees
in the amount of $3,367 after waiving $132 of those fees.  For the fiscal period
ended May 31, 1999, the  Administrator  received fund accounting fees of $10,500
and waived all its fund administration fees in the amount of $175.

The  Administrator  will  perform  the  following  services  for the  Fund:  (1)
coordinate  with the Custodian and monitor the services it provides to the Fund;
(2) coordinate with and monitor any other third parties  furnishing  services to
the Fund; (3) provide the Fund with necessary office space, telephones and other
communications  facilities and personnel competent to perform administrative and
clerical  functions for the Fund; (4) supervise the maintenance by third parties
of such books and records of the Fund as may be required by  applicable  federal
or state law; (5) prepare or supervise the  preparation  by third parties of all
federal,  state  and local tax  returns  and  reports  of the Fund  required  by
applicable  law; (6) prepare and, after approval by the Trust,  file and arrange
for the  distribution of proxy materials and periodic reports to shareholders of
the Fund as required by applicable  law; (7) prepare and,  after approval by the
Trust,  arrange  for  the  filing  of such  registration  statements  and  other
documents  with the  Securities  and Exchange  Commission  and other federal and
state  regulatory  authorities as may be required by applicable  law; (8) review
and submit to the  officers  of the Trust for their  approval  invoices or other
requests for payment of Fund expenses and instruct the Custodian to issue checks
in payment  thereof;  and (9) take such other action with respect to the Fund as
may be necessary in the opinion of the Administrator to perform its duties under
the  agreement.  The  Administrator  will also provide  certain  accounting  and
pricing services for the Fund.

Transfer  Agent.  The Trust has  contracted  with NC Shareholder  Services,  LLC
("Transfer  Agent"),  a North Carolina limited  liability  company,  to serve as
transfer,  dividend  paying,  and shareholder  servicing agent for the Fund. The
address of the Transfer Agent is 107 North  Washington  Street,  Post Office Box
4365, Rocky Mount, North Carolina 27803-0365.  The Transfer Agent is compensated
based upon a $15.00 fee per  shareholder  per year,  subject to a minimum fee of
$750 per month.

For the fiscal year ended May 31, 2000, the Transfer  Agent  received  $8,950 in
shareholder  recordkeeping  fees.  For the fiscal period ended May 31, 1999, the
Transfer Agent received shareholder recordkeeping fees of $3,050.

Distributor.  Capital  Investment Group, Inc.  ("Distributor"),  Post Office Box
32249, Raleigh,  North Carolina 27622, acts as an underwriter and distributor of
the Fund's shares for the purpose of facilitating  the registration of shares of
the Fund  under  state  securities  laws and to assist  in sales of Fund  shares
pursuant to a Distribution Agreement ("Distribution  Agreement") approved by the
Board of Trustees of the Trust.

In this regard,  the  Distributor  has agreed at its own expense to qualify as a
broker-dealer  under all applicable  federal or state laws in those states which
the Fund shall from time to time identify to the  Distributor as states in which
it wishes to offer its shares for sale, in order that state registrations may be
maintained for the Fund.

The Distributor is a broker-dealer  registered with the SEC and a member in good
standing of the National Association of Securities Dealers, Inc.

Either party upon 60-days' prior written notice to the other party may terminate
the Distribution Agreement.

Prior to July 15, 1999, Donaldson & Co.,  Incorporated,  served as the principal
underwriter and distributor of Fund shares pursuant to a Distribution  Agreement
with the Trust.  Donaldson & Co.,  Incorporated  is affiliated with the Adviser.
John K. Donaldson,  affiliated  person of the Fund, is also an affiliated person
of the Adviser and owner of the Donaldson & Co., Incorporated.

Sales  charges  from the sale of Fund  shares for the fiscal  year ended May 31,
2000 was  $41,531  of which  $6,011 was paid to the  Distributor.  There were no
sales  charges from the sale of Fund shares for the fiscal  period ended May 31,
1999.

Custodian.  First Union  National  Bank  ("Custodian"),  123 South Broad Street,
Philadelphia,  Pennsylvania 19109 serves as custodian for the Fund's assets. The
Custodian  acts  as  the  depository  for  the  Fund,  safekeeps  its  portfolio
securities,  collects  all income and other  payments  with respect to portfolio
securities,  disburses  monies at the Fund's  request and  maintains  records in
connection  with its duties as  Custodian.  For its services as  Custodian,  the
Custodian  is  entitled  to  receive  from the Fund an  annual  fee based on the
average net assets of the Fund held by the Custodian.

Independent  Auditors.  The Board of Trustees of the Trust has selected the firm
of  Deloitte  &  Touche  LLP,  Princeton  Forrestal  Village,   116-300  Village
Boulevard, Princeton, New Jersey 08540, to serve as independent auditors for the
Fund for the current fiscal year and to audit the annual financial statements of
the Fund, prepare the Fund's federal and state tax returns, and consult with the
Fund on matters of accounting and federal and state income taxation.

Independent  auditors  audit the financial  statements of the Fund at least once
each year.  Shareholders will receive annual audited and semi-annual (unaudited)
reports when published and written  confirmation  of all  transactions  in their
account. A copy of the most recent Annual Report will accompany the Statement of
Additional Information whenever a shareholder or a prospective investor requests
it.

Legal Counsel.  Dechert serves as legal counsel to the Trust and the Fund.


                          SPECIAL SHAREHOLDER SERVICES

The Fund offers the following shareholder services:

Regular Account. The regular account allows for voluntary investments to be made
at  any  time.  Available  to  individuals,  custodians,  corporations,  trusts,
estates,  corporate  retirement  plans,  and others,  investors are free to make
additions and  withdrawals to or from their account as often as they wish.  When
an investor  makes an initial  investment in the Fund, a shareholder  account is
opened in accordance with the investor's  registration  instructions.  Each time
there  is  a  transaction  in a  shareholder  account,  such  as  an  additional
investment or the  reinvestment of a dividend or  distribution,  the shareholder
will receive a confirmation  statement  showing the current  transaction and all
prior transactions in the shareholder  account during the calendar year to date,
along with a summary of the status of the account as of the transaction date. As
stated in the Prospectus, share certificates are not issued.

Automatic Investment Plan. The automatic investment plan enables shareholders to
make  regular  monthly or  quarterly  investments  in shares  through  automatic
charges to their  checking  account.  With  shareholder  authorization  and bank
approval, the Fund will automatically charge the checking account for the amount
specified ($100 minimum) which will be  automatically  invested in shares at the
public offering price on or about the 21st day of the month. The shareholder may
change  the  amount of the  investment  or  discontinue  the plan at any time by
writing to the Fund.

Systematic Withdrawal Plan. Shareholders owning shares with a value of $2,500 or
more may  establish a  Systematic  Withdrawal  Plan. A  shareholder  may receive
monthly or quarterly payments,  in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically (each
month, or quarterly in the months of March,  June,  September,  and December) in
order  to  make  the  payments  requested.   The  Fund  has  the  capability  of
electronically  depositing the proceeds of the systematic withdrawal directly to
the  shareholder's  personal  bank  account  ($5,000  minimum  per  bank  wire).
Instructions  for  establishing  this  service  are  included in the Fund Shares
Application,  enclosed in the Prospectus,  or are available by calling the Fund.
If the  shareholder  prefers to receive his  systematic  withdrawal  proceeds in
cash,  or if such  proceeds  are less than the $5,000  minimum  for a bank wire,
checks will be made payable to the designated  recipient and mailed within seven
days of the  valuation  date.  If the  designated  recipient  is other  than the
registered shareholder,  the signature of each shareholder must be guaranteed on
the application (see "Signature  Guarantees" in the  Prospectus).  A corporation
(or partnership) must also submit a "Corporate Resolution" (or "Certification of
Partnership")  indicating the names,  titles,  and required number of signatures
authorized  to act on its  behalf.  The  application  must be  signed  by a duly
authorized  officer(s)  and the corporate seal affixed.  No redemption  fees are
charged  to  shareholders  under  this  plan.  Costs  in  conjunction  with  the
administration of the plan are borne by the Fund.  Shareholders  should be aware
that such  systematic  withdrawals  may deplete or use up entirely their initial
investment and may result in realized  long-term or short-term  capital gains or
losses. The Systematic Withdrawal Plan may be terminated at any time by the Fund
upon  60-days'  written  notice or by a shareholder  upon written  notice to the
Fund.  Applications  and further  details may be obtained by calling the Fund at
1-800-773-3863 or by writing to:

                                   Wisdom Fund
                           c/o NC Shareholder Services
                           107 North Washington Street
                              Post Office Box 4365
                     Rocky Mount, North Carolina 27803-0365

Purchases in Kind. The Fund may accept securities in lieu of cash in payment for
the purchase of shares in the Fund. The acceptance of such  securities is at the
sole  discretion of the Adviser  based upon the  suitability  of the  securities
accepted for inclusion as a long-term  investment of the Fund, the marketability
of such securities, and other factors which the Adviser may deem appropriate. If
accepted,  the securities  will be valued using the same criteria and methods as
described in "How Net Asset Value is Determined" in the Prospectus.

Redemptions in Kind. The Fund does not intend,  under normal  circumstances,  to
redeem  its  securities  by  payment  in kind.  It is  possible,  however,  that
conditions may arise in the future, which would, in the opinion of the Trustees,
make it  undesirable  for the Fund to pay for all  redemptions  in cash. In such
case  the  Board  of  Trustees  may  authorize  payment  to be made  in  readily
marketable portfolio securities of the Fund.  Securities delivered in payment of
redemptions  would be valued at the same value assigned to them in computing the
net asset value per share.  Shareholders  receiving  them would incur  brokerage
costs when these  securities  are sold. An  irrevocable  election has been filed
under  Rule  18f-1 of the 1940 Act,  wherein  the Fund  committed  itself to pay
redemptions  in cash,  rather than in kind, to any  shareholder of record of the
Fund who redeems during any 90-day period, the lesser of (a) $250,000 or (b) one
percent (1%) of the Fund's net asset value at the beginning of such period.

Transfer of  Registration.  To transfer shares to another owner,  send a written
request to the Fund at the address shown above.  Your request should include the
following: (1) the Fund name and existing account registration; (2) signature(s)
of the registered owner(s) exactly as the signature(s)  appear(s) on the account
registration;  (3) the new account  registration,  address,  social  security or
taxpayer  identification  number,  and how dividends and capital gains are to be
distributed;  (4) signature  guarantees  (See the  Prospectus  under the heading
"Signature Guarantees"); and (5) any additional documents which are required for
transfer by corporations,  administrators,  executors, trustees, guardians, etc.
If you have any questions about transferring shares, call or write the Fund.


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Purchases.  The purchase price of shares of the Fund is the net asset value next
determined after the order is received. An order received prior to 4:00 p.m. New
York time will be executed at the price  computed as of 4:00 p.m. on the date of
receipt, and an order received after 4:00 p.m. New York time will be executed at
the price computed as of that time on the next business day.

The Fund reserves the right in its sole  discretion  (i) to suspend the offering
of its shares, (ii) to reject purchase orders when in the judgment of management
such  rejection is in the best  interest of the Fund and its  shareholders,  and
(iii) to reduce or to waive the minimum for initial and  subsequent  investments
under  circumstances  where  certain  economies can be achieved in sales of Fund
shares.

Sales  Charges.  The public  offering price of Investor Class Shares of the Fund
equals net asset value plus a sales charge. The Distributor  receives this sales
charge as  Distributor  and may reallow it in the form of dealer  discounts  and
brokerage commissions as follows:

                                    Sales       Sales
                                  Charge As   Charge As    Dealers Discounts
                                  % of Net   % of Public     and Brokerage
   Amount of Transaction           Amount     Offering    Commissions as % of
 At Public Offering Price         Invested      Price    Public Offering Price
 ------------------------         --------      -----    ---------------------

Less than $50,000................    6.10%       5.75%           5.00%
$50,000 to $99,999...............    4.71%       4.50%           3.75%
$100,000 to $249,999.............    3.63%       3.50%           2.80%
$250,000 to $499,999.............    2.56%       2.50%           2.00%
$500,000 to $999,999.............    2.04%       2.00%           1.60%
$1,000,000 to $1,999,999.........    1.01%*      1.00%*          0.75%
$2,000,000 to $2,999,999:
     On the first $1,999,999.....   1.01%*       1.00%*          0.75%
     On the next $1,000,000......   0.81%*       0.80%*          0.65%
$3,000,000 or more:
     On the first $1,999,999.....   1.01%*       1.00%*          0.75%
     On the next $1,000,000......   0.81%*       0.80%*          0.65%
     $3,000,000 and over.........   0.50%*       0.50%*          0.40%


*    A one-year,  1.00%  contingent  deferred  sales  charge is imposed on these
     accounts.

The  Distributor may pay to  broker-dealers  out of its own resources and assets
commissions  on shares  sold in Class B Shares and Class C Shares,  at net asset
value, which at the time of investment would have been subject to the imposition
of a contingent deferred sales charge ("CDSC") if redeemed. The Distributor will
pay such  broker-dealers  a commission  of 4% of the amount  invested in Class B
Shares subject to a CDSC. For purchases of Class C Shares,  the  Distributor may
pay out of its own  resources a commission  of 1% of the amount  invested in the
Fund.

From time to time dealers who receive dealer discounts and brokerage commissions
from the Distributor  may reallow all or a portion of such dealer  discounts and
brokerage commissions to other dealers or brokers.  Pursuant to the terms of the
Distribution  Agreement,  the sales charge  payable to the  Distributor  and the
dealer discounts may be suspended, terminated, or amended.

The dealer  discounts and brokerage  commissions  schedule  above applies to all
dealers  who have  agreements  with the  Distributor.  The  Distributor,  at its
expense, may also provide additional  compensation to dealers in connection with
sales of shares of the Fund.  Compensation may include  financial  assistance to
dealers in connection  with  conferences,  sales or training  programs for their
employees,  seminars for the public,  advertising  campaigns regarding the Fund,
and/or  other   dealer-sponsored   special  events.  In  some  instances,   this
compensation may be made available only to certain dealers whose representatives
have  sold  or are  expected  to  sell a  significant  amount  of  such  shares.
Compensation  may  include  payment  for  travel  expenses,  including  lodging,
incurred in connection  with trips taken by invited  registered  representatives
and  members  of their  families  to  locations  within or outside of the United
States for meetings or seminars of a business nature.  Dealers may not use sales
of the Fund  shares to qualify for this  compensation  to the extent such may be
prohibited by the laws of any state or any  self-regulatory  agency, such as the
National  Association  of Securities  Dealers,  Inc. None of the  aforementioned
compensation is paid for by the Fund or its shareholders.

Plan Under Rule 12b-1. The Fund has adopted separate Distribution Plans pursuant
to Rule 12b-1 of the 1940 Act for the Investor Class Shares, Class B Shares, and
Class C Shares  (see  "Distribution  of the  Fund's  Shares"  in the  respective
Prospectuses for the Investor Shares, Class B Shares, and Class C Shares).

As  required  by  Rule  12b-1,   each   Distribution  Plan  (together  with  the
Distribution  Agreement)  has  been  approved  by  the  Board  of  Trustees  and
separately by a majority of the Trustees who are not  interested  persons of the
Trust and who have no direct or indirect  financial interest in the operation of
each Distribution Plan and the Distribution Agreement.

Potential  benefits  of each  Distribution  Plan to the  Fund  include  improved
shareholder  services,  savings to the Fund in transfer agency costs, savings to
the Fund in advisory fees and other expenses, benefits to the investment process
through growth and stability of assets, and maintenance of a financially healthy
management organization. The Board of Trustees must consider the continuation of
the Plan annually.

Under  each  Distribution  Plan,  the Fund may  expend up to 0.25% of the Fund's
average  daily net assets of the  Investor  Class Shares and 1.00% of the Fund's
average  daily net assets of the Class B Shares and Class C Shares  annually  to
finance any activity  primarily intended to result in the sale of shares and the
servicing of  shareholder  accounts,  provided the Trust's Board of Trustees has
approved  the  category  of  expenses  for which  payment  is being  made.  Such
expenditures paid as service fees to any person who service Shareholders may not
exceed 0.25% of the average annual net asset value of each class of shares.

Each  Distribution  Plan is of a type  known as a  "compensation"  plan  because
payments are made for  services  rendered to the Fund with respect to each class
shares regardless of the level of expenditures by the Distributors. The Trustees
will,  however,  take into account such  expenditures  for purposes of reviewing
operations  under each  Distribution  Plan and in  connection  with their annual
consideration  of renewal  of each  Distribution  Plan.  The  Distributors  have
indicated that they expect their  expenditures to include,  without  limitation:
(a) the  printing and mailing of Fund  prospectuses,  statements  of  additional
information,  any supplements  thereto and  shareholder  reports for prospective
shareholders  with  respect  to each  class of  shares  of the  Fund;  (b) those
relating   to  the   development,   preparation,   printing   and   mailing   of
advertisements,  sales  literature and other  promotional  materials  describing
and/or  relating to each class of shares of the Fund;  (c) holding  seminars and
sales meetings designed to promote the distribution of each class of shares; (d)
obtaining  information  and  providing  explanations  to  wholesale  and  retail
distributors of Contracts regarding Fund investment  objectives and policies and
other information about the Fund and its Funds, including the performance of the
Funds;  (e) training sales  personnel  regarding the each class of shares of the
Fund;  and (f) financing any other activity that the  Distributors  determine is
primarily intended to result in the sale of each class of shares.

Payments  under the Fund's  12b-1  Plans for the fiscal  year ended May 31, 2000
total  $2,157,  $180,  and $712 for the  Class B  Shares,  Class C  Shares,  and
Investor  Class  Shares,  respectively.  There were no  payments  made under the
Fund's 12b-1 Plans for the fiscal period ended May 31, 1999.

Reduced Sales Charges

      Concurrent  Purchases.  For purposes of qualifying  for a lower  front-end
sales  charge  for  Investor  Class  Shares,  investors  have the  privilege  of
combining  concurrent purchases of the Fund and one or more future series of the
Trust affiliated with the Adviser and sold with a sales charge. For example,  if
a shareholder  concurrently  purchases shares in one of the future series of the
Trust  affiliated  with the  Adviser  and sold with a sales  charge at the total
public  offering price of $50,000,  and Investor Class Shares in the Fund at the
total  public  offering  price  of  $50,000,  the  sales  charge  would  be that
applicable to a $100,000  purchase as shown in the appropriate table above. This
privilege  may be modified or eliminated at any time or from time to time by the
Trust without notice thereof.

      Rights of Accumulation.  Pursuant to the right of accumulation,  investors
are permitted to purchase  Investor  Class Shares at the public  offering  price
applicable to the total of (a) the total public  offering  price of the Investor
Class  Shares of the Fund then being  purchased  plus (b) an amount equal to the
then current net asset value of the purchaser's  combined holdings of the shares
of all of the series of the Trust  affiliated  with the  Adviser and sold with a
sales charge.  To receive the applicable  public  offering price pursuant to the
right  of  accumulation,  investors  must,  at the  time  of  purchase,  provide
sufficient information to permit confirmation of qualification, and confirmation
of the purchase is subject to such verification.  This right of accumulation may
be modified or  eliminated at any time or from time to time by the Trust without
notice.

      Letters of Intent.  Investors  may qualify  for a lower  sales  charge for
Investor Class Shares by executing a letter of intent. A letter of intent allows
an investor to purchase Investor Class Shares of the Fund over a 13-month period
at reduced sales charges based on the total amount intended to be purchased plus
an amount equal to the then current net asset value of the purchaser's  combined
holdings  of the  shares of all of the series of the Trust  affiliated  with the
Adviser  and sold with a sales  charge.  Thus,  a letter of  intent  permits  an
investor to  establish a total  investment  goal to be achieved by any number of
purchases  over a  13-month  period.  Each  investment  made  during  the period
receives the reduced sales charge applicable to the total amount of the intended
investment.

The letter of intent does not obligate the investor to purchase,  or the Fund to
sell, the indicated  amount.  If such amount is not invested  within the period,
the investor must pay the difference  between the sales charge applicable to the
purchases made and the charges  previously  paid. If such difference is not paid
by the investor,  the  Distributor  is authorized by the investor to liquidate a
sufficient  number of shares held by the  investor to pay the amount due. On the
initial purchase of shares, if required (or subsequent purchases,  if necessary)
shares equal to at least five  percent of the amount  indicated in the letter of
intent  will be held in escrow  during  the  13-month  period  (while  remaining
registered  in the name of the  investor)  for this  purpose.  The  value of any
shares redeemed or otherwise disposed of by the investor prior to termination or
completion  of the letter of intent  will be deducted  from the total  purchases
made under such letter of intent.

A 90-day  backdating  period can be used to  include  earlier  purchases  at the
investor's cost (without a retroactive downward adjustment of the sales charge);
the 13-month  period would then begin on the date of the first  purchase  during
the 90-day period.  No retroactive  adjustment will be made if purchases  exceed
the  amount  indicated  in the  letter of  intent.  Investors  must  notify  the
Administrator or the Distributor whenever a purchase is being made pursuant to a
letter of intent.

Investors  electing to  purchase  shares  pursuant to a letter of intent  should
carefully  read the  letter of  intent,  which is  included  in the Fund  Shares
Application  accompanying  this  Prospectus or is otherwise  available  from the
Administrator or the  Distributor.  This letter of intent option may be modified
or eliminated at any time or from time to time by the Trust without notice.

      Reinvestments.  Investors may reinvest,  without a sales charge,  proceeds
from a redemption of Investor Class Shares in Investor Class Shares or in shares
of another series of the Trust affiliated with the Adviser and sold with a sales
charge, within 90 days after the redemption.  If the other Class charges a sales
charge  higher than the sales charge the investor  paid in  connection  with the
shares redeemed,  the investor must pay the difference.  In addition, the shares
of the Class to be acquired must be registered for sale in the investor's  state
of residence.  The amount that may be so reinvested may not exceed the amount of
the  redemption  proceeds,  and a written  order for the purchase of such shares
must be  received  by the  Fund or the  Distributor  within  90 days  after  the
effective date of the redemption.

If an investor  realizes a gain on the  redemption,  the  reinvestment  will not
affect the amount of any federal  capital  gains tax payable on the gain.  If an
investor  realizes a loss on the redemption,  the reinvestment may cause some or
all of the loss to be disallowed as a tax deduction,  depending on the number of
shares  purchased by reinvestment  and the period of time that has elapsed after
the redemption, although for tax purposes, the amount disallowed is added to the
cost of the shares acquired upon the reinvestment.

      Purchases by Related  Parties and Groups.  Reductions  in front-end  sales
charges  apply to  purchases  by a single  "person,"  including  an  individual,
members of a family unit,  consisting of a husband,  wife and children under the
age of 21  purchasing  securities  for their own account,  or a trustee or other
fiduciary purchasing for a single fiduciary account or single trust estate.

Reductions in sales  charges also apply to purchases by individual  members of a
"qualified  group." The  reductions  are based on the aggregate  dollar value of
shares  purchased by all members of the  qualified  group and still owned by the
group plus the shares currently being purchased. For purposes of this paragraph,
a qualified group consists of a "company," as defined in the 1940 Act, which has
been in existence for more than six months and which has a primary purpose other
than  acquiring  shares of the Fund at a reduced sales charge,  and the "related
parties" of such company. For purposes of this paragraph, a "related party" of a
company is: (i) any individual or other company who directly or indirectly owns,
controls,  or has the  power to vote  five  percent  or more of the  outstanding
voting securities of such company;  (ii) any other company of which such company
directly or indirectly owns, controls,  or has the power to vote five percent of
more of its outstanding voting securities;  (iii) any other company under common
control with such company;  (iv) any executive  officer,  director or partner of
such  company  or of a related  party;  and (v) any  partnership  of which  such
company is a partner.

      Sales at Net Asset  Value.  The Fund may sell  shares at a purchase  price
equal  to the net  asset  value  of such  shares,  without  a sales  charge,  to
Trustees, officers, and employees of the Trust, the Fund and the Adviser, and to
employees  and  principals  of related  organizations  and their  families,  and
certain parties related thereto,  including  clients and related accounts of the
Adviser. Clients of investment advisers and financial planners may also purchase
Investor  Shares at net  asset  value if the  investment  adviser  or  financial
planner has made arrangements to permit them to do so with the Distributor.  The
public  offering  price of shares of the Fund may also be  reduced  to net asset
value per share in connection with the acquisition of the assets of or merger or
consolidation  with a personal holding company or a public or private investment
company.

Redemptions.  The Fund may suspend redemption privileges or postpone the date of
payment  (i) during any period  that the New York  Stock  Exchange  ("NYSE")  is
closed for other than customary weekend and holiday closings, or that trading on
the NYSE is restricted as determined by the Securities  and Exchange  Commission
("Commission");  (ii) during any period when an  emergency  exists as defined by
the rules of the Commission as a result of which it is not reasonably  practical
for the Fund to dispose of  securities  owned by it, or to determine  fairly the
value of its  assets;  and (iii) for such other  periods as the  Commission  may
permit. The Fund may also suspend or postpone the recordation of the transfer of
shares upon the  occurrence of any of the foregoing  conditions.  Any redemption
may be more or less than the shareholder's cost depending on the market value of
the securities  held by the Fund. No charge is made by the Fund for  redemptions
other than the possible charge for wiring redemption proceeds.

In addition to the situations  described in the Prospectus under "Redeeming Your
Shares," the Fund may redeem shares  involuntarily to reimburse the Fund for any
loss  sustained by reason of the failure of a  shareholder  to make full payment
for shares  purchased by the  shareholder or to collect any charge relating to a
transaction  effected for the benefit of a  shareholder  which is  applicable to
Fund shares as provided in the Prospectus from time to time.

                                 NET ASSET VALUE

The net  asset  value and  offering  price of each  class of the Fund  shares is
normally  determined at the time regular  trading closes on the NYSE,  currently
4:00 p.m., New York time,  Monday through  Friday,  except on business  holidays
when the NYSE is closed. The NYSE recognizes the following holidays:  New Year's
Day, Martin Luther King, Jr.'s Birthday,  President's Day, Good Friday, Memorial
Day, Fourth of July, Labor Day,  Thanksgiving  Day, and Christmas Day. Any other
holiday  recognized by the NYSE will be  considered a business  holiday on which
the net asset value of the Fund will not be calculated.

In computing a class of a Fund's net asset value, all class specific liabilities
incurred  or  accrued  are  deducted  from the net  assets  of that  class.  The
resulting  net  assets  are  divided  by the  number  of  shares  of  the  class
outstanding  at the time of the  valuation and the result is the net asset value
per share of that class.

Values are determined  according to accepted  accounting  practices and all laws
and regulations that apply. The assets of the Fund are valued as follows:

o    Securities that are listed on a securities  exchange are valued at the last
     quoted sales price at the time the valuation is made. Price  information on
     listed  securities  is taken  from  the  exchange  where  the  security  is
     primarily traded by the Fund.

o    Securities  that are listed on an exchange  and which are not traded on the
     valuation date are valued at the bid price.

o    Unlisted  securities for which market  quotations are readily available are
     valued at the latest  quoted  sales  price,  if  available,  at the time of
     valuation, otherwise, at the latest quoted bid price.

o    Temporary  cash  investments  with  maturities  of 60 days or less  will be
     valued at amortized cost, which approximates market value.

o    Securities for which no current quotations are readily available are valued
     at fair value as  determined  in good faith using  methods  approved by the
     Board of  Trustees of the Trust.  Securities  may be valued on the basis of
     prices  provided  by a pricing  service  when such  prices are  believed to
     reflect the fair market value of such securities.

For the fiscal  year ended May 31,  2000,  net  expenses of the Fund were $3,049
after fee waivers and expense  reimbursements.  For the fiscal  period ended May
31,  1999,  after fee  waivers  and  expense  reimbursements,  there were no net
expenses to the Fund.


                           ADDITIONAL TAX INFORMATION

The  following  summarizes  certain  additional  tax  considerations   generally
affecting  the  Fund  and  its  shareholders  that  are  not  described  in  the
Prospectus.  No attempt is made to  present a  detailed  explanation  of the tax
treatment  of the  Fund or its  shareholders.  The  discussion  here  and in the
Prospectus is not intended as a substitute for careful tax planning and is based
on tax laws and regulations that are in effect on the date hereof; such laws and
regulations may be changed by legislative,  judicial, or administrative  action.
Investors are advised to consult  their tax advisors with specific  reference to
their own tax situations.

The Fund,  and any other  series of the  Trust,  will be  treated  as a separate
corporate  entity  under the Code.  The Fund  intends to  qualify  and to remain
qualified as a regulated  investment company. To so qualify, the Fund must elect
to be a  regulated  investment  company  or have  made  such an  election  for a
previous  year and must  satisfy,  in addition to the  distribution  requirement
described in the Prospectus,  certain requirements with respect to the source of
its income for a taxable year. At least 90% of the gross income of the Fund must
be derived from dividends;  interest; payments with respect to securities loans,
gains  from the sale or other  disposition  of  stocks,  securities,  or foreign
currencies;  and other income  derived  with  respect to the Fund's  business of
investing in such stock,  securities,  or currencies.  Any income derived by the
Fund from a  partnership  or trust is  treated as  derived  with  respect to the
Fund's  business of investing in stock,  securities,  or currencies  only to the
extent that such income is  attributable to items of income that would have been
qualifying  income  if  realized  by the  Fund  in  the  same  manner  as by the
partnership or trust.

An investment company may not qualify as a regulated  investment company for any
taxable  year  unless it  satisfies  certain  requirements  with  respect to the
diversification  of its  investments at the close of each quarter of the taxable
year.  In  general,  at least  50% of the  value  of its  total  assets  must be
represented  by cash,  cash items,  government  securities,  securities of other
regulated investment companies,  and other securities which, with respect to any
one issuer,  do not represent more than 5% of the total assets of the investment
company nor more than 10% of the outstanding  voting  securities of such issuer.
In addition,  not more than 25% of the value of the investment  company's  total
assets may be invested in the securities  (other than  government  securities or
the securities of other regulated  investment  companies) of any one issuer. The
Fund  intends to satisfy  all  requirements  on an ongoing  basis for  continued
qualification as a regulated investment company.

The Fund will designate any distribution of long-term capital gains as a capital
gain dividend in a written  notice mailed to  shareholders  within 60 days after
the close of the Fund's  taxable  year.  Shareholders  should note that upon the
sale or exchange of Fund shares, if the shareholder has not held such shares for
at least six months,  any loss on the sale or  exchange of those  shares will be
treated as long-term  capital  loss to the extent of the capital gain  dividends
received with respect to the shares.

A 4% nondeductible  excise tax is imposed on regulated investment companies that
fail to distribute  currently an amount equal to specified  percentages of their
ordinary  taxable  income and capital gain net income  (excess of capital  gains
over capital  losses).  The Fund  intends to make  sufficient  distributions  or
deemed  distributions  of its ordinary  taxable  income and any capital gain net
income prior to the end of each calendar year to avoid liability for this excise
tax.

If for any taxable year the Fund does not qualify for the special federal income
tax treatment  afforded to regulated  investment  companies,  all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its  shareholders).  In such event,  dividend
distributions  (whether or not derived from interest on  tax-exempt  securities)
would be taxable as ordinary  income to shareholders to the extent of the Fund's
current and accumulated earnings and profits.

The Fund will be  required in certain  cases to  withhold  and remit to the U.S.
Treasury 31% of taxable  dividends or 31% of gross  proceeds  realized upon sale
paid to  shareholders  who have failed to provide a correct  tax  identification
number in the manner required, or who are subject to withholding by the Internal
Revenue  Service for failure to include  properly  on their  return  payments of
taxable  interest or  dividends,  or who have failed to certify to the Fund that
they are not subject to backup  withholding when required to do so, or that they
are "exempt recipients."

Depending  upon the extent of the Fund's  activities in states and localities in
which its offices are maintained, in which its agents or independent contractors
are located, or in which it is otherwise deemed to be conducting  business,  the
Fund may be subject to the tax laws of such states or  localities.  In addition,
in those states and  localities  that have income tax laws, the treatment of the
Fund and its shareholders  under such laws may differ from their treatment under
federal income tax laws.

Dividends paid by the Fund derived from net investment  income or net short-term
capital gains are taxable to shareholders as ordinary  income,  whether received
in  cash  or   reinvested  in  additional   shares.   Long-term   capital  gains
distributions,  if any, are taxable as long-term capital gains, whether received
in cash or reinvested in additional  shares,  regardless of how long Fund shares
have been held.

The Fund  will send  shareholders  information  each  year on the tax  status of
dividends  and  disbursements.  A dividend or capital  gains  distribution  paid
shortly  after  shares  have  been  purchased,  although  in  effect a return of
investment, is subject to federal income taxation. Dividends from net investment
income,  along with  capital  gains,  will be taxable to  shareholders,  whether
received  in cash or shares  and no matter  how long you have held Fund  shares,
even if they reduce the net asset value of shares  below your cost and thus,  in
effect, result in a return of a part of your investment.


                      ADDITIONAL INFORMATION ON PERFORMANCE

From time to time, the total return of the Fund may be quoted in advertisements,
sales literature,  shareholder reports, or other communications to shareholders.
The  "average  annual  total  return"  of a Fund  refers to the  average  annual
compounded  rate of return over the stated  period that would  equate an initial
investment in that Fund at the beginning of the period to its ending  redeemable
value, assuming reinvestment of all dividends and distributions and deduction of
all recurring  charges,  other than charges and deductions  which may be imposed
under the Contracts.  Performance figures will be given for the recent one, five
and  ten  year  periods  and  for the  life  of the  Fund if it has not  been in
existence for any such periods.  When considering  "average annual total return"
figures for periods  longer than one year, it is important to note that a Fund's
annual  total return for any given year might have been greater or less than its
average for the entire period.  "Cumulative  total return"  represents the total
change  in  value  of an  investment  in a Fund for a  specified  period  (again
reflecting  changes  in Fund  share  prices and  assuming  reinvestment  of Fund
distributions).

The Fund computes the "average  annual total return" of the Fund by  determining
the average  annual  compounded  rates of return during  specified  periods that
equate  the  initial  amount  invested  to the ending  redeemable  value of such
investment.  This  is done by  determining  the  ending  redeemable  value  of a
hypothetical $1,000 initial payment. This calculation is as follows:

                  P(1+T)n = ERV

Where:   T =      average annual total return.
       ERV =      ending  redeemable  value at the end of the  period
                  covered by the  computation of a hypothetical  $1,000
                  payment made at the beginning of the period.
         P =      hypothetical initial payment of $1,000 from which the
                  maximum sales load is deducted.
         n =      period covered by the computation, expressed in terms of years

The Fund may also  compute  the  aggregate  total  return of the Fund,  which is
calculated in a similar manner, except that the results are not annualized.

The calculation of average annual total return and aggregate total return assume
an initial $1,000  investment and that there is a reinvestment  of all dividends
and capital gain  distributions on the reinvestment dates during the period. The
ending  redeemable  value is determined by assuming  complete  redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations.

The cumulative  total return for the Investor  Shares of the Fund for the period
from February 16, 1999  (commencement  of operations)  through May 31, 1999, was
(6.30)%.  The  cumulative  total  return  for the  Investor  Shares of the Fund,
computed  without  reflecting  the  applicable  sales load,  for such period was
(0.58)%.

The total  return for the fiscal year ended May 31,  2000 for the  Institutional
Class  Shares  of the  Fund  was  1.64%.  The  average  annual  return  for  the
Institutional  Class  Shares  of the  Fund  for the  period  February  16,  1999
(commencement  of  operations) to May 31, 2000 was 0.92%.  The cumulative  total
return for the  Institutional  Class Shares of the Fund for the period  February
16, 1999 (commencement of operations)  through May 31, 2000 was 1.18%. The total
return for the fiscal year ended May 31, 2000 for the  Investor  Class Shares of
the Fund was 1.36%  (-4.47%  with the maximum  sales load).  The average  annual
return for the  Investor  Class  Shares of the Fund for the period  February 16,
1999  (commencement  of  operations)  to May 31, 2000 was 0.60% (-3.92% with the
maximum sales load).  The cumulative  total return for the Investor Class Shares
of the Fund for the  period  February  16,  1999  (commencement  of  operations)
through  May 31,  2000 was 0.77%  (-5.02%  with the  maximum  sales  load).  The
cumulative  total return for the Investor  Class B Shares for the fiscal  period
November  16,  1999  (commencement  of  operations)  to May 31,  2000 was -1.85%
(-5.78% with the maximum  CDSC).  The  cumulative  total return for the Investor
Class C  Shares  for the  fiscal  period  November  16,  1999  (commencement  of
operations) to May 31, 2000 was -1.86% (-2.84% with the maximum CDSC).

These  performance  quotations should not be considered as representative of the
Fund's performance for any specified period in the future.

The Fund's  performance  may be compared in  advertisements,  sales  literature,
shareholder reports, and other communications to the performance of other mutual
funds having similar objectives or to standardized  indices or other measures of
investment performance.  In particular,  the Fund may compare its performance to
the S&P 500 Index,  which is generally  considered to be  representative  of the
performance  of unmanaged  common stocks that are publicly  traded in the United
States securities markets. The Fund may also measure its performance against the
Lipper Growth Fund Index,  which ranks the performance of mutual funds that have
an objective of growth of capital. Comparative performance may also be expressed
by reference to a ranking prepared by a mutual fund monitoring service or by one
or more newspapers,  newsletters,  or financial  periodicals.  The Fund may also
occasionally  cite  statistics to reflect its  volatility and risk. The Fund may
also compare its  performance to other  published  reports of the performance of
unmanaged portfolios of companies.  The performance of such unmanaged portfolios
generally  does not reflect the effects of dividends  or dividend  reinvestment.
The Fund may also compare its performance to other reports of the performance of
managed  accounts of the Adviser,  such as the Capital Growth  Account,  as more
fully described in the Prospectus under "Other  Information - Prior  Performance
of Adviser." Of course,  there can be no assurance the Fund will  experience the
same  results.  Performance  comparisons  may be useful to investors who wish to
compare the Fund's past performance to that of other mutual funds and investment
products. Of course, past performance is not a guarantee of future results.

The Fund's performance  fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate  daily.  Both net earnings and net asset
value per share are  factors in the  computation  of total  return as  described
above.

As indicated,  from time to time the Fund may advertise its performance compared
to similar funds or portfolios using certain indices,  reporting  services,  and
financial publications. These may include the following:

o    Lipper Analytical Services, Inc., ranks funds in various fund categories by
     making comparative  calculations  using total return.  Total return assumes
     the  reinvestment of all capital gains  distributions  and income dividends
     and takes into account any change in net asset value over a specific period
     of time.

o    Morningstar,  Inc., an independent rating service,  is the publisher of the
     bi-weekly  Mutual Fund  Values.  Mutual  Fund Values  rates more than 1,000
     NASDAQ-listed  mutual funds of all types  according to their  risk-adjusted
     returns.  The maximum  rating is five stars,  and ratings are effective for
     two weeks.

Investors may use such indices in addition to the Fund's  Prospectus to obtain a
more complete view of the Fund's performance before investing.  Of course,  when
comparing the Fund's  performance  to any index,  factors such as composition of
the index and prevailing market conditions should be considered in assessing the
significance of such comparisons. When comparing funds using reporting services,
or  total  return,   investors  should  take  into  consideration  any  relevant
differences in funds such as permitted  portfolio  compositions and methods used
to value portfolio securities and to compute offering price.  Advertisements and
other sales  literature for the Fund may quote total returns that are calculated
on  non-standardized  base  periods.  The total  returns  represent the historic
change in the value of an investment  in the Fund based on monthly  reinvestment
of dividends over a specified period of time.

From  time  to  time  the  Fund  may   include  in   advertisements   and  other
communications charts and illustrations relating to inflation and the effects of
inflation on the dollar, including the purchasing power of the dollar at various
rates of inflation.  The Fund may also  disclose  from time to time  information
about its  portfolio  allocation  and holdings at a particular  date  (including
ratings of securities  assigned by independent  rating  services such as S&P and
Moody's).  The Fund may also depict the historical performance of the securities
in which the Fund may  invest  over  periods  reflecting  a variety of market or
economic conditions either alone or in comparison with alternative  investments,
performance indices of those investments,  or economic indicators.  The Fund may
also  include in  advertisements  and in  materials  furnished  to  present  and
prospective   shareholders   statements   or   illustrations   relating  to  the
appropriateness  of types of securities and/or mutual funds that may be employed
to meet specific  financial  goals,  such as saving for  retirement,  children's
education, or other future needs.


                              FINANCIAL STATEMENTS

The  audited  financial  statements  for the  fiscal  year  ended May 31,  2000,
including   the  financial   highlights   appearing  in  the  Annual  Report  to
shareholders, are incorporated by reference and made a part of this document.



<PAGE>

________________________________________________________________________________


                                   WISDOM FUND

________________________________________________________________________________


                 a series of the New Providence Investment Trust



                           INSTITUTIONAL CLASS SHARES


                               ANNUAL REPORT 2000


                            FOR THE YEAR 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 and the financial statements contained herein are
        submitted for the general information of the shareholders of the
       Fund. This report is not authorized for distribution to prospective
      investors in the Fund unless preceded or accompanied by an effective
       prospectus. Mutual fund shares are not deposits or obligations of,
      or guaranteed by, any depository institution. Shares are not insured
         by the FDIC, Federal Reserve Board or any other agency, and are
        subject to investment risks, including possible loss of principal
     amount invested. Neither the fund nor the fund's distributor is a bank.


          For more information about the Wisdom Fund, including charges
          and expenses, call the fund for a free prospectus. You should
         read the prospectus carefully before you invest or send money.
<PAGE>

ATLANTA INVSETMENT COUNSEL, L.L.C.
               Manager of the Wisdom Fund



June 1, 2000



Dear Shareholders,


"Success in investing  doesn't  correlate with IQ once you're above the level of
25. Once you have ordinary  intelligence,  what you need is the  temperament  to
control  the urges that get other  people  into  trouble in  investing."  Warren
Buffet, 1996 Shareholder Meeting. We couldn't agree more!



The past ten weeks  have seen a shift in market  sentiment  that has so far been
very favorable to our portfolio and to value  investing.  We have been asked how
and why such shifts  occur.  We have tried to come up with several  reasons that
sound logical.  Many times we don't understand what's really happened until much
later. Here are some possible signs of, and reasons for, the shift:



The  Dow  was  down  dramatically  by  February  25,  while  the  NASDAQ  was up
substantially,  underscoring  the popular,  but  meaningless,  Old Economy / New
Economy split.



The anxiety suffered by New Economy  adherents as Microsoft was unable to settle
with the Justice Department.



The retirement of Tiger Fund's Julian Robertson and the replacement of Oakmark's
Robert Sanborn--sure signs of intense frustration from serious value investors.





[Letterhead]

<PAGE>


In Contrast to years past,  Berkshire  Hathaway's  1999 Annual  Report  received
barely a mention in the  financial  press.  We read it with great  interest,  of
course!



When you buy a stock or mutual  fund,  it's  important  not to lose sight of the
fact that you're  really buying a fractional  interest in a business,  and not a
lottery ticket.



For  about two  years  now,  we have  been in a market  where  valuation  hasn't
mattered one darn bit. In fact,  the more that  investors  focused on valuation,
the worse returns have been. While the laws of economic gravity were temporarily
suspended, we do not believe they have been fundamentally altered.



Looking  back over the last year,  the Wisdom Fund under  performed  the general
market and  outperformed  Berkshire  Hathaway  Holdings,  the portfolio  that we
attempt to emulate. Berkshire's stock price fell in 1999 for several reasons:



1. Since last summer,  Alan  Greenspan has raised  interest  rates because he is
worried that the economy is expanding so fast that it will cause a resurgence of
inflation.  In theory,  the prospect of higher interest rates should hurt growth
stocks the most.  But in today's  market,  exactly the  opposite  has  occurred.
Fearing  that higher rates would hit Old Economy  stocks the hardest,  investors
have been dumping those stocks and piling into tech stocks instead,


<PAGE>


2. Three   of   the   Wisdom   Fund's   and   Berkshire    Hathaway's    largest
holdings--Coca-cola, Gillette, and Freddie Mac--fell in calendar year 1999 (13%,
14% and 27%,  respectively).  These  stocks have been great  investments  over a
long-term horizon,



3. The Wisdom Fund holds about 26% of its assets in low-return  short-term fixed
income  securities as does  Berkshire  Hathaway.  Due to high  valuations in the
markets, Berkshire Hathaway has not seen fit to put its cash to work, and



4. Since the Wisdom Fund and  Berkshire  Hathaway  have very little  exposure to
technology  stocks,  we feel our holdings  have been dragged down by the general
devaluation of non-tech stocks.



At Berkshire  Hathaway's  annual meeting this spring,  Warren Buffet  scornfully
compared the  technology  sector's  breathtaking  runup to a "chain  letter," in
which early participants reap rich rewards at the expense of those who follow.



Of course,  we do not like to under perform the S&P 500 stock index.  We can say
with certainty that there will always be a category or class of investments that
will post results greater than ours. For our part, we will continue to implement
our  investment  strategy of  emulating  the  investment  portfolio of Berkshire
Hathaway which has produced a thirty-year track record second to none.


<PAGE>


Warren Buffet said in 1996, "Your goal as an investor should be to purchase,  at
a rational  price,  a part  interest in an easily  understandable  business with
whose  earnings are  virtually  certain to be materially  higher five,  ten, and
twenty years from now. Over time,  you will find only a few companies  that meet
these  standards---so  when  you  see  one  that  qualifies,  you  should  buy a
meaningful  amount of stock.  You must also resist the  temptation to stray from
your guidelines:  If you aren't willing to own a stock for ten years, don't even
thing about  owning it for ten  minutes.  Put  together a portfolio of companies
whose  aggregate  earnings  march  upward  over the years,  and so also will the
portfolio's market value."



And that is the "wisdom" of the Wisdom Fund!




/s/ C. Douglas Davenport

C. Douglas Davenport, J.D.

President, Atlanta Investment Counsel, LLC

<PAGE>

                                   WISDOM FUND

                           INSTITUTIONAL CLASS SHARES

                 Performance Update - $25,000 Investment
       For the period from February 16, 1999 (Commencement of Operations)
                                 to May 31, 2000


[LINE GRAPH HERE]:

--------------------------------------------------------------------------------
                         Wisdom Fund                    S&P 500
                  Institutional Class Shares       Total Return Index
--------------------------------------------------------------------------------
   02/16/99                $25,000                     $25,000
   02/28/99                 25,000                      24,941
   03/31/99                 24,425                      25,939
   04/30/99                 25,275                      26,943
   05/31/99                 24,889                      26,307
   06/30/99                 24,587                      27,767
   07/31/99                 24,713                      26,900
   08/31/99                 24,437                      26,767
   09/30/99                 22,630                      25,742
   10/31/99                 25,223                      27,681
   11/30/99                 25,340                      28,243
   12/31/99                 24,997                      29,907
   01/31/00                 24,314                      28,404
   02/29/00                 22,113                      27,867
   03/31/00                 24,491                      30,593
   04/30/00                 24,415                      29,672
   05/31/00                 25,295                      29,063


This graph  depicts the  performance  of the Wisdom Fund -  Institutional  Class
Shares 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.


                          Average Annual Total Returns
                 -------------------- -------------------------
                                         Since Commencement
                       One Year            of Operations
                 -------------------- -------------------------
                        1.64 %                  0.92 %
                 -------------------- -------------------------


>>   The graph  assumes an initial  $25,000  investment  at  February  16,  1999
     (commencement  of  operations).   All  dividends  and   distributions   are
     reinvested.

>>   At May 31, 2000, the value of the Wisdom Fund - Institutional  Class Shares
     would have grown to $25,295 - a cumulative total investment return of 1.18%
     since February 16, 1999.

>>   At May 31,  2000,  the value of a similar  investment  in the S&P 500 Total
     Return  Index would have grown to $29,063 - a cumulative  total  investment
     return of 16.25% 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 total 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>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - 62.39%

       Apparel Manufacturing - 1.33%
         (a)Jones Apparel Group, Inc. ..................................................                 1,750            $   46,922
            Liz Claiborne, Inc. ........................................................                   400                15,725
                                                                                                                          ----------
                                                                                                                              62,647
                                                                                                                          ----------
       Beverages - 10.15%
            The Coca-Cola Company ......................................................                 8,950               477,706
                                                                                                                          ----------

       Chemicals - 0.74%
            Great Lakes Chemical Corporation ...........................................                 1,250                34,844
                                                                                                                          ----------

       Cosmetics and Personal Care - 3.05%
            The Gillette Company .......................................................                 4,300               143,512
                                                                                                                          ----------

       Financial Services - 16.09%
            American Express Company ...................................................                 6,750               362,813
            AXA Financial, Inc. ........................................................                 1,825                71,061
            Freddie Mac ................................................................                 2,675               119,037
            Marsh & McLennan Companies, Inc. ...........................................                   600                66,000
            MGIC Investment Corporation ................................................                 1,150                56,997
            The Dun & Bradstreet Corporation ...........................................                 2,650                81,487
                                                                                                                          ----------
                                                                                                                             757,395
                                                                                                                          ----------
       Financial - Banks, Commercial - 2.83%
            Wells Fargo & Company ......................................................                 2,950               133,488
                                                                                                                          ----------

       Insurance - Life and Health - 2.56%
            CIGNA Corporation ..........................................................                   700                62,169
            Torchmark Corporation ......................................................                 2,150                58,453
                                                                                                                          ----------
                                                                                                                             120,622
                                                                                                                          ----------
       Insurance - Multiline - 17.37%
            AFLAC INCORPORATED .........................................................                 1,400                72,363
            Allmerica Financial Corporation ............................................                 1,150                66,341
            Ambac Financial Group, Inc. ................................................                 1,200                60,600
            American International Group, Inc. .........................................                   537                60,446
            American National Insurance Company ........................................                   950                51,300
            Cincinnati Financial Corporation ...........................................                 1,950                78,274
         (a)CNA Financial Corporation ..................................................                 1,650                58,884
            Financial Security Assurance Holdings Ltd. .................................                 1,325                99,458
            Loews Corporation ..........................................................                 1,000                65,875
            PartnerRe Ltd. .............................................................                 2,025                75,178
            The PMI Group, Inc. ........................................................                 1,250                63,359
            The St. Paul Companies, Inc. ...............................................                 1,750                65,625
                                                                                                                          ----------
                                                                                                                             817,703
                                                                                                                          ----------

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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - (Continued)

       Insurance - Property & Casualty - 2.78%
            Erie Indemnity Company .....................................................                 1,950            $   53,625
            Everest Re Group, Ltd. .....................................................                 2,275                77,350
                                                                                                                          ----------
                                                                                                                             130,975
                                                                                                                          ----------
       Publishing - Newspapers - 0.87%
            The Washington Post Company ................................................                    82                41,041
                                                                                                                          ----------

       Real Estate Investment Trust - 1.59%
            First Industrial Realty Trust, Inc. ........................................                   875                25,430
            Tanger Factory Outlet Centers, Inc. ........................................                 1,150                26,594
            Town & Country Trust .......................................................                 1,400                22,925
                                                                                                                          ----------
                                                                                                                              74,949
                                                                                                                          ----------
       Transportation - Miscellaneous - 0.90%
            GATX Corporation ...........................................................                 1,250                42,187
                                                                                                                          ----------

       Utilities - Electric - 2.13%
            FPL Group, Inc. ............................................................                   875                43,313
            Northern States Power Company ..............................................                 1,500                33,187
            The Montana Power Company ..................................................                   625                23,672
                                                                                                                          ----------
                                                                                                                             100,172
                                                                                                                          ----------

            Total Common Stocks (Cost $2,817,159) ............................................................             2,937,241
                                                                                                                          ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Interest         Maturity
                                                                     Principal         Rate             Date
------------------------------------------------------------------------------------------------------------------------------------
U. S. GOVERNMENT OBLIGATION - 16.03%

            United States Treasury Bill .....................        $760,000           0%            07/20/00               754,775
            (Cost $754,479)                                                                                               ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Shares
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANIES - 8.97%

       Evergreen Money Market Treasury Institutional Money
            Market Fund Institutional Service Shares ...................................               211,257               211,257
       Evergreen Money Market Treasury Institutional Treasury Money
            Market Fund Institutional Service Shares ...................................               211,256               211,256
                                                                                                                          ----------

            Total Investment Companies (Cost $422,513) .......................................................               422,513
                                                                                                                          ----------




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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

Total Value of Investments (Cost $3,994,151 (b)) .......................................                 87.39%           $4,114,529
Other Assets Less Liabilities ..........................................................                 12.61%              593,764
                                                                                                        ------            ----------
       Net Assets ......................................................................                100.00%           $4,708,293
                                                                                                        ======            ==========



       (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 ..........................................................................           $  267,843
            Unrealized depreciation ..........................................................................             (147,465)
                                                                                                                         ----------

                            Net unrealized appreciation ......................................................           $  120,378
                                                                                                                         ==========

























See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 2000


ASSETS
       Investments, at value (cost $3,994,151) .............................................................             $4,114,529
       Cash ................................................................................................                563,217
       Income receivable ...................................................................................                  6,327
       Receivable for fund shares sold .....................................................................                 29,791
       Due from advisor (note 2) ...........................................................................                 11,118
                                                                                                                         ----------

            Total assets ...................................................................................              4,724,982
                                                                                                                         ----------

LIABILITIES
       Accrued expenses ....................................................................................                 16,689
                                                                                                                         ----------

NET ASSETS .................................................................................................             $4,708,293
                                                                                                                         ==========

NET ASSETS CONSIST OF
       Paid-in capital .....................................................................................             $4,647,581
       Undistributed net investment income .................................................................                    219
       Accumulated net realized loss on investments ........................................................                (59,885)
       Net unrealized appreciation on investments ..........................................................                120,378
                                                                                                                         ----------
                                                                                                                         $4,708,293
                                                                                                                         ==========

INSTITUTIONAL CLASS
       Net asset value, redemption and maximum offering price per share
         ($2,710,312 / 273,814 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.90
                                                                                                                         ==========

INVESTOR CLASS
       Net asset value, redemption and offering price per share
         ($656,212 / 66,077 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.93
                                                                                                                         ==========
       Maximum offering price per share (100 / 95.50% of $9.93) ............................................                 $10.40
                                                                                                                         ==========

CLASS B
       Net asset value, redemption and maximum offering price per share
         ($1,168,374 / 117,131 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.97
                                                                                                                         ==========

CLASS C
       Net asset value,  redemption and maximum  offering price per share
         ($173,395 / 17,369 shares : unlimited  shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.98
                                                                                                                         ==========









See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                       STATEMENT OF OPERATIONS

                                                       Year ended May 31, 2000



INVESTMENT INCOME

       Income
            Interest .......................................................................................              $  21,539
            Dividends ......................................................................................                 35,889
                                                                                                                          ---------

                  Total income .............................................................................                 57,428
                                                                                                                          ---------

       Expenses
            Investment advisory fees (note 2) ..............................................................                 12,914
            Fund administration fees (note 2) ..............................................................                  3,499
            Distribution and service fees - Class B (note 3) ...............................................                  2,157
            Distribution and service fees - Class C (note 3) ...............................................                    180
            Distribution and service fees - Investor Class (note 3) ........................................                    712
            Custody fees ...................................................................................                  3,216
            Registration and filing administration fees (note 2) ...........................................                  2,190
            Fund accounting fees (note 2) ..................................................................                 45,000
            Audit fees .....................................................................................                 10,530
            Legal fees .....................................................................................                 10,027
            Securities pricing fees ........................................................................                  1,779
            Shareholder recordkeeping fees .................................................................                  8,950
            Other accounting fees (note 2) .................................................................                  1,399
            Shareholder servicing expenses .................................................................                  2,634
            Registration and filing expenses ...............................................................                  8,143
            Printing expenses ..............................................................................                  7,308
            Trustee fees and meeting expenses ..............................................................                  3,180
            Other operating expenses .......................................................................                  3,145
                                                                                                                          ---------

                  Total expenses ...........................................................................                126,963
                                                                                                                          ---------

                  Less:
                       Expense reimbursements (note 2) .....................................................               (110,174)
                       Investment advisory fees waived (note 2) ............................................                (12,914)
                       Fund administration fees waived (note 2) ............................................                   (132)
                       Other accounting fees waived (note 2) ...............................................                   (694)
                                                                                                                          ---------

                  Net expenses .............................................................................                  3,049
                                                                                                                          ---------

                       Net investment income ...............................................................                 54,379
                                                                                                                          ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized loss from investment transactions ......................................................                (58,004)
       Increase in unrealized appreciation on investments ..................................................                123,160
                                                                                                                          ---------

            Net realized and unrealized gain on investments ................................................                 65,156
                                                                                                                          ---------

                  Net increase in net assets resulting from operations .....................................              $ 119,535
                                                                                                                          =========

See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS

------------------------------------------------------------------------------------------------------------------------------------
                                                                                               Period ended          Period ended
                                                                                                  May 31,               May 31,
                                                                                                   2000                1999 (a)
------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS
         Operations
               Net investment income .....................................................      $   54,379            $    1,775
               Net realized loss from investment transactions ............................         (58,004)               (1,881)
               Increase (decrease) in unrealized appreciation on investments .............         123,160                (2,782)
                                                                                                ----------            ----------
                   Net increase (decrease) in net assets resulting from operations .......         119,535                (2,888)
                                                                                                ----------            ----------
         Distributions to shareholders from
               Net investment income - Institutional Class ...............................         (45,278)               (1,775)
               Net investment income - Investor Class ....................................          (5,847)                    0 (b)
               Net investment income - Class B ...........................................          (2,809)                    0
               Net investment income - Class C ...........................................            (226)                    0
                                                                                                ----------            ----------
                   Decrease in net assets resulting from distributions ...................         (54,160)               (1,775)
                                                                                                ----------            ----------
         Capital share transactions
               Increase in net assets resulting from capital share transactions (d) ......       4,144,606               502,975
                                                                                                ----------            ----------
                               Total increase in net assets ..............................       4,209,981               498,312
NET ASSETS
         Beginning of period .............................................................         498,312                     0
                                                                                                ----------            ----------
         End of period ...................................................................      $4,708,293            $  498,312
                                                                                                ==========            ==========
(d) A summary of capital share activity follows:
                                                    --------------------------------------------------------------------------------
                                                              Period ended                                Period ended
                                                              May 31, 2000                              May 31, 1999 (a)
                                                      Shares                Value                 Shares                Value
                                                    --------------------------------------------------------------------------------
--------------------------------------------------
               INSTITUTIONAL CLASS
--------------------------------------------------
Shares sold ......................................     218,824            $2,185,791                50,110            $  501,100
Shares issued for reinvestment of distributions ..       4,701                45,278                   179                 1,775
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     223,525            $2,231,069                50,289            $  502,875
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                 INVESTOR CLASS
--------------------------------------------------
Shares sold ......................................      87,208            $  839,421                    10            $      100
Shares issued for reinvestment of distributions ..         598                 5,846                     0                     0
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      66,067            $  644,543                    10            $      100
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS B (c)
--------------------------------------------------
Shares sold ......................................     117,050            $1,100,100                     0            $        0
Shares issued for reinvestment of distributions ..          81                   805                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     117,131            $1,100,905                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS C (c)
--------------------------------------------------
Shares sold ......................................      17,347            $  167,863                     0            $        0
Shares issued for reinvestment of distributions ..          22                   226                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      17,369            $  168,089                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                  FUND SUMMARY
--------------------------------------------------
Shares sold ......................................     440,429            $4,293,175                50,120            $  501,200
Shares issued for reinvestment of distributions ..       5,402                52,155                   179                 1,775
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     424,092            $4,144,606                50,299            $  502,975
                                                    ==========            ==========            ==========            ==========

(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.
(c) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.


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

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                             --------------------------------    -----------------------------------
                                                                    Institutional Class                    Investor Class
                                                             --------------------------------    -----------------------------------
                                                               Year ended       Period ended       Year ended       Period ended
                                                                 May 31,           May 31,           May 31,           May 31,
                                                                  2000             1999 (a)           2000             1999 (a)
                                                             --------------------------------    -----------------------------------

Net asset value, beginning of period .......................       $ 9.91           $ 10.00            $ 9.92            $10.00

       Income from investment operations
           Net investment income ...........................         0.18              0.04              0.12              0.02
           Net realized and unrealized (loss) gain
               on investments ..............................        (0.01)            (0.09)             0.01             (0.08)
                                                               ----------        ----------        ----------        ----------
               Total from investment operations ............         0.17             (0.05)             0.13             (0.06)
                                                               ----------        ----------        ----------        ----------
       Distributions to shareholders from
           Net investment income ...........................        (0.18)            (0.04)            (0.12)            (0.02)
                                                               ----------        ----------        ----------        ----------

Net asset value, end of period .............................     $   9.90            $ 9.91            $ 9.93            $ 9.92
                                                               ==========        ==========        ==========        ==========

Total return (b) ...........................................         1.64 %           (0.45)%            1.36 %           (0.58)%
                                                               ==========        ==========        ==========        ==========

Ratios/supplemental data
       Net assets, end of period ...........................   $2,710,312        $  498,213        $  656,212        $       99
                                                               ==========        ==========        ==========        ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...         5.05 %           23.94 % (c)        4.29 %           15.49 %(c)
           After expense reimbursements and waived fees ....         0.00 %            0.00 % (c)        0.25 %            0.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...        (2.87)%          (22.69)% (c)       (1.96)%          (14.68)%(c)
           After expense reimbursements and waived fees ....         2.18 %            1.26 % (c)        2.08 %            0.81 %(c)

       Portfolio turnover rate .............................        41.69 %            7.04 %           41.69 %            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>
<TABLE>
<S>   <C>  <C>  <C>                                                                        <C>                     <C>

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                                                          --------------------    ------------------
                                                                                               Class B                  Class C
                                                                                          --------------------    ------------------

                                                                                              Period ended           Period ended
                                                                                                 May 31,                May 31,
                                                                                                2000 (a)               2000 (a)
                                                                                          --------------------    ------------------

Net asset value, beginning of period ...............................................               $10.20                $10.20

       Income from investment operations
           Net investment income ...................................................                 0.04                  0.03
           Net realized and unrealized (loss) gain on investments ..................                (0.23)                (0.22)
                                                                                               ----------            ----------
               Total from investment operations ....................................                (0.19)                (0.19)
                                                                                               ----------            ----------
       Distributions to shareholders from
           Net investment income ...................................................                (0.04)                (0.03)
                                                                                               ----------            ----------

Net asset value, end of period .....................................................               $ 9.97                $ 9.98
                                                                                               ==========            ==========

Total return (b) ...................................................................                (1.85)%               (1.86)%
                                                                                               ==========            ==========

Ratios/supplemental data
       Net assets, end of period ...................................................           $1,168,374            $  173,395
                                                                                               ==========            ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...........................                 4.09 %(c)             4.07 %(c)
           After expense reimbursements and waived fees ............................                 1.00 %(c)             1.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...........................                (1.78)%(c)            (1.77)%(c)
           After expense reimbursements and waived fees ............................                 1.31 %(c)             1.30 %(c)

       Portfolio turnover rate .....................................................                41.69 %               41.69 %



(a) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.
(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, 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The Wisdom Fund (the "Fund"),  an open-ended  investment  company, is a
         diversified  series  of  shares  of  beneficial  interest  of  the  New
         Providence  Investment Trust (the "Trust").  The Trust 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 Board of  Trustees of the
         Trust  approved on October 7, 1999 a plan to authorize  two new classes
         of shares  designated as Class B Shares and Class C Shares. On November
         16, 1999, the Class B Shares and Class C Shares became  effective.  The
         Fund has an unlimited  number of authorized  shares,  which are divided
         into four classes - Institutional Class Shares,  Investor Class Shares,
         Class B shares and Class C 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 not attributable
         to the Institutional  Class Shares),  and realized and unrealized gains
         or losses on  investments  are  allocated to each class of shares based
         upon its relative net assets. All 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, 2000



         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,  a maximum of 1.40% of the
         average daily net assets of the Fund's Investor Class, and a maximum of
         2.15% of the average daily net assets of the Fund's Class B and Class C
         Shares.  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 $12,914  ($0.05 per share) and
         reimbursed  $110,174 of the operating expenses incurred by the Fund for
         the year ended May 31, 2000.

         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. The Administrator voluntarily waived a portion of
         its fees amounting to $826 for the year ended May 31, 2000.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 2000



         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.

         Capital Investment Group, Inc. (the "Distributor") serves as the Fund's
         principal  underwriter  and  distributor.   Prior  to  July  14,  1999,
         Donaldson & Co.,  Inc.,  an  affiliate  of the  Advisor,  served as the
         principal  underwriter and  distributor.  The Distributor  receives any
         sales charges imposed on purchases of shares and re-allocates a portion
         of such charges to dealers  through whom the sale was made, if any. For
         the year ended March 31, 2000, the  Distributor  retained sales charges
         in the amount of $6,011.

         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,  Class
         B Shares,  and Class C 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 or 1.00%  per annum of the Class B Shares or Class C Shares  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,  Class B Shares
         and Class C Shares in the Fund or support  servicing of those  classes'
         shareholder  accounts.  The Fund incurred $2,157, $180 and $712, net of
         waived  fees,  in  distribution  and  service  fees under the Plan with
         respect to Class B Shares,  Class C Shares and Investor  Class  Shares,
         respectively, for the fiscal year ended May 31, 2000.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated $3,323,538 and $753,580,  respectively,  for the fiscal year
         ended May 31, 2000.

<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have audited the  accompanying  statement of assets and liabilities of Wisdom
Fund,  including  the  portfolio of  investments,  as of May 31,  2000,  and the
related  statement of operations  for the period then ended,  the  statements of
changes in net assets for the periods ended May 31, 2000 and 1999, and 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 auditing standards generally accepted
in the  United  States of  America.  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,  2000,  by  correspondence  with the Fund's
custodian  and  brokers.   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 Wisdom
Fund as of May 31, 2000, the results of its  operations for the year ended,  and
the changes in its net assets and the financial  highlights  for the  respective
stated periods, in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP




Princeton, New Jersey
June 23, 2000

<PAGE>



________________________________________________________________________________


                                   WISDOM FUND

________________________________________________________________________________


                 a series of the New Providence Investment Trust



                              INVESTOR CLASS SHARES


                               ANNUAL REPORT 2000


                            FOR THE YEAR 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 and the financial statements contained herein are
        submitted for the general information of the shareholders of the
       Fund. This report is not authorized for distribution to prospective
      investors in the Fund unless preceded or accompanied by an effective
       prospectus. Mutual fund shares are not deposits or obligations of,
      or guaranteed by, any depository institution. Shares are not insured
         by the FDIC, Federal Reserve Board or any other agency, and are
        subject to investment risks, including possible loss of principal
     amount invested. Neither the fund nor the fund's distributor is a bank.


          For more information about the Wisdom Fund, including charges
          and expenses, call the fund for a free prospectus. You should
         read the prospectus carefully before you invest or send money.
<PAGE>

ATLANTA INVSETMENT COUNSEL, L.L.C.
               Manager of the Wisdom Fund



June 1, 2000



Dear Shareholders,


"Success in investing  doesn't  correlate with IQ once you're above the level of
25. Once you have ordinary  intelligence,  what you need is the  temperament  to
control  the urges that get other  people  into  trouble in  investing."  Warren
Buffet, 1996 Shareholder Meeting. We couldn't agree more!



The past ten weeks  have seen a shift in market  sentiment  that has so far been
very favorable to our portfolio and to value  investing.  We have been asked how
and why such shifts  occur.  We have tried to come up with several  reasons that
sound logical.  Many times we don't understand what's really happened until much
later. Here are some possible signs of, and reasons for, the shift:



The  Dow  was  down  dramatically  by  February  25,  while  the  NASDAQ  was up
substantially,  underscoring  the popular,  but  meaningless,  Old Economy / New
Economy split.



The anxiety suffered by New Economy  adherents as Microsoft was unable to settle
with the Justice Department.



The retirement of Tiger Fund's Julian Robertson and the replacement of Oakmark's
Robert Sanborn--sure signs of intense frustration from serious value investors.




[Letterhead]

<PAGE>


In Contrast to years past,  Berkshire  Hathaway's  1999 Annual  Report  received
barely a mention in the  financial  press.  We read it with great  interest,  of
course!



When you buy a stock or mutual  fund,  it's  important  not to lose sight of the
fact that you're  really buying a fractional  interest in a business,  and not a
lottery ticket.



For  about two  years  now,  we have  been in a market  where  valuation  hasn't
mattered one darn bit. In fact,  the more that  investors  focused on valuation,
the worse returns have been. While the laws of economic gravity were temporarily
suspended, we do not believe they have been fundamentally altered.



Looking  back over the last year,  the Wisdom Fund under  performed  the general
market and  outperformed  Berkshire  Hathaway  Holdings,  the portfolio  that we
attempt to emulate. Berkshire's stock price fell in 1999 for several reasons:



1. Since last summer,  Alan  Greenspan has raised  interest  rates because he is
worried that the economy is expanding so fast that it will cause a resurgence of
inflation.  In theory,  the prospect of higher interest rates should hurt growth
stocks the most.  But in today's  market,  exactly the  opposite  has  occurred.
Fearing  that higher rates would hit Old Economy  stocks the hardest,  investors
have been dumping those stocks and piling into tech stocks instead,


<PAGE>


2. Three   of   the   Wisdom   Fund's   and   Berkshire    Hathaway's    largest
holdings--Coca-cola, Gillette, and Freddie Mac--fell in calendar year 1999 (13%,
14% and 27%,  respectively).  These  stocks have been great  investments  over a
long-term horizon,



3. The Wisdom Fund holds about 26% of its assets in low-return  short-term fixed
income  securities as does  Berkshire  Hathaway.  Due to high  valuations in the
markets, Berkshire Hathaway has not seen fit to put its cash to work, and



4. Since the Wisdom Fund and  Berkshire  Hathaway  have very little  exposure to
technology  stocks,  we feel our holdings  have been dragged down by the general
devaluation of non-tech stocks.



At Berkshire  Hathaway's  annual meeting this spring,  Warren Buffet  scornfully
compared the  technology  sector's  breathtaking  runup to a "chain  letter," in
which early participants reap rich rewards at the expense of those who follow.



Of course,  we do not like to under perform the S&P 500 stock index.  We can say
with certainty that there will always be a category or class of investments that
will post results greater than ours. For our part, we will continue to implement
our  investment  strategy of  emulating  the  investment  portfolio of Berkshire
Hathaway which has produced a thirty-year track record second to none.


<PAGE>


Warren Buffet said in 1996, "Your goal as an investor should be to purchase,  at
a rational  price,  a part  interest in an easily  understandable  business with
whose  earnings are  virtually  certain to be materially  higher five,  ten, and
twenty years from now. Over time,  you will find only a few companies  that meet
these  standards---so  when  you  see  one  that  qualifies,  you  should  buy a
meaningful  amount of stock.  You must also resist the  temptation to stray from
your guidelines:  If you aren't willing to own a stock for ten years, don't even
thing about  owning it for ten  minutes.  Put  together a portfolio of companies
whose  aggregate  earnings  march  upward  over the years,  and so also will the
portfolio's market value."



And that is the "wisdom" of the Wisdom Fund!




/s/ C. Douglas Davenport

C. Douglas Davenport, J.D.

President, Atlanta Investment Counsel, LLC

<PAGE>

                                   WISDOM FUND

                              INVESTOR CLASS SHARES

                     Performance Update - $10,000 Investment
       For the period from February 16, 1999 (Commencement of Operations)
                                 to May 31, 2000


[LINE GRAPH HERE]:

--------------------------------------------------------------------------------
                           Wisdom Fund                     S&P 500
                      Investor Class Shares           Total Return Index
--------------------------------------------------------------------------------
       02/16/99               $9,425                        $10,000
       02/28/99                9,425                          9,976
       03/31/99                9,199                         10,376
       04/30/99                9,519                         10,777
       05/31/99                9,370                         10,523
       06/30/99                9,266                         11,107
       07/31/99                9,304                         10,760
       08/31/99                9,191                         10,707
       09/30/99                8,520                         10,297
       10/31/99                9,494                         11,073
       11/30/99                9,551                         11,297
       12/31/99                9,402                         11,963
       01/31/00                9,145                         11,362
       02/29/00                8,311                         11,147
       03/31/00                9,202                         12,237
       04/30/00                9,174                         11,869
       05/31/00                9,498                         11,625


This graph depicts the  performance  of the Wisdom Fund - Investor  Class Shares
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.


                          Average Annual Total Returns

      ------------------------------ ------------- -----------------------
                                                     Since Commencement
                                       One Year        Of Operations
      ------------------------------ ------------- -----------------------
              No Sales Load              1.36 %             0.60 %
      ------------------------------ ------------- -----------------------
         5.75% Maximum Sales Load       (4.47)%            (3.92)%
      ------------------------------ ------------- -----------------------


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

>>   At May 31, 2000, the value of the Wisdom Fund - Investor Class Shares would
     have decreased to $9,498 - a cumulative total investment  return of (5.02)%
     since  February 16, 1999.  Without the deduction of the 5.75% maximum sales
     load, the value of the Wisdom Fund - Investor Class Shares would have grown
     to $10,077 - a cumulative total investment  return of 0.77 % since February
     16, 1999. The sales load may be reduced or eliminated for larger purchases.

>>   At May 31,  2000,  the value of a similar  investment  in the S&P 500 Total
     Return  Index would have grown to $11,625 - a cumulative  total  investment
     return of 16.25% 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 total 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>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - 62.39%

       Apparel Manufacturing - 1.33%
         (a)Jones Apparel Group, Inc. ..................................................                 1,750            $   46,922
            Liz Claiborne, Inc. ........................................................                   400                15,725
                                                                                                                          ----------
                                                                                                                              62,647
                                                                                                                          ----------
       Beverages - 10.15%
            The Coca-Cola Company ......................................................                 8,950               477,706
                                                                                                                          ----------

       Chemicals - 0.74%
            Great Lakes Chemical Corporation ...........................................                 1,250                34,844
                                                                                                                          ----------

       Cosmetics and Personal Care - 3.05%
            The Gillette Company .......................................................                 4,300               143,512
                                                                                                                          ----------

       Financial Services - 16.09%
            American Express Company ...................................................                 6,750               362,813
            AXA Financial, Inc. ........................................................                 1,825                71,061
            Freddie Mac ................................................................                 2,675               119,037
            Marsh & McLennan Companies, Inc. ...........................................                   600                66,000
            MGIC Investment Corporation ................................................                 1,150                56,997
            The Dun & Bradstreet Corporation ...........................................                 2,650                81,487
                                                                                                                          ----------
                                                                                                                             757,395
                                                                                                                          ----------
       Financial - Banks, Commercial - 2.83%
            Wells Fargo & Company ......................................................                 2,950               133,488
                                                                                                                          ----------

       Insurance - Life and Health - 2.56%
            CIGNA Corporation ..........................................................                   700                62,169
            Torchmark Corporation ......................................................                 2,150                58,453
                                                                                                                          ----------
                                                                                                                             120,622
                                                                                                                          ----------
       Insurance - Multiline - 17.37%
            AFLAC INCORPORATED .........................................................                 1,400                72,363
            Allmerica Financial Corporation ............................................                 1,150                66,341
            Ambac Financial Group, Inc. ................................................                 1,200                60,600
            American International Group, Inc. .........................................                   537                60,446
            American National Insurance Company ........................................                   950                51,300
            Cincinnati Financial Corporation ...........................................                 1,950                78,274
         (a)CNA Financial Corporation ..................................................                 1,650                58,884
            Financial Security Assurance Holdings Ltd. .................................                 1,325                99,458
            Loews Corporation ..........................................................                 1,000                65,875
            PartnerRe Ltd. .............................................................                 2,025                75,178
            The PMI Group, Inc. ........................................................                 1,250                63,359
            The St. Paul Companies, Inc. ...............................................                 1,750                65,625
                                                                                                                          ----------
                                                                                                                             817,703
                                                                                                                          ----------

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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - (Continued)

       Insurance - Property & Casualty - 2.78%
            Erie Indemnity Company .....................................................                 1,950            $   53,625
            Everest Re Group, Ltd. .....................................................                 2,275                77,350
                                                                                                                          ----------
                                                                                                                             130,975
                                                                                                                          ----------
       Publishing - Newspapers - 0.87%
            The Washington Post Company ................................................                    82                41,041
                                                                                                                          ----------

       Real Estate Investment Trust - 1.59%
            First Industrial Realty Trust, Inc. ........................................                   875                25,430
            Tanger Factory Outlet Centers, Inc. ........................................                 1,150                26,594
            Town & Country Trust .......................................................                 1,400                22,925
                                                                                                                          ----------
                                                                                                                              74,949
                                                                                                                          ----------
       Transportation - Miscellaneous - 0.90%
            GATX Corporation ...........................................................                 1,250                42,187
                                                                                                                          ----------

       Utilities - Electric - 2.13%
            FPL Group, Inc. ............................................................                   875                43,313
            Northern States Power Company ..............................................                 1,500                33,187
            The Montana Power Company ..................................................                   625                23,672
                                                                                                                          ----------
                                                                                                                             100,172
                                                                                                                          ----------

            Total Common Stocks (Cost $2,817,159) ............................................................             2,937,241
                                                                                                                          ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Interest         Maturity
                                                                     Principal         Rate             Date
------------------------------------------------------------------------------------------------------------------------------------
U. S. GOVERNMENT OBLIGATION - 16.03%

            United States Treasury Bill .....................        $760,000           0%            07/20/00               754,775
            (Cost $754,479)                                                                                               ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Shares
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANIES - 8.97%

       Evergreen Money Market Treasury Institutional Money
            Market Fund Institutional Service Shares ...................................               211,257               211,257
       Evergreen Money Market Treasury Institutional Treasury Money
            Market Fund Institutional Service Shares ...................................               211,256               211,256
                                                                                                                          ----------

            Total Investment Companies (Cost $422,513) .......................................................               422,513
                                                                                                                          ----------




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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

Total Value of Investments (Cost $3,994,151 (b)) .......................................                 87.39%           $4,114,529
Other Assets Less Liabilities ..........................................................                 12.61%              593,764
                                                                                                        ------            ----------
       Net Assets ......................................................................                100.00%           $4,708,293
                                                                                                        ======            ==========



       (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 ..........................................................................           $  267,843
            Unrealized depreciation ..........................................................................             (147,465)
                                                                                                                         ----------

                            Net unrealized appreciation ......................................................           $  120,378
                                                                                                                         ==========

























See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 2000


ASSETS
       Investments, at value (cost $3,994,151) .............................................................             $4,114,529
       Cash ................................................................................................                563,217
       Income receivable ...................................................................................                  6,327
       Receivable for fund shares sold .....................................................................                 29,791
       Due from advisor (note 2) ...........................................................................                 11,118
                                                                                                                         ----------

            Total assets ...................................................................................              4,724,982
                                                                                                                         ----------

LIABILITIES
       Accrued expenses ....................................................................................                 16,689
                                                                                                                         ----------

NET ASSETS .................................................................................................             $4,708,293
                                                                                                                         ==========

NET ASSETS CONSIST OF
       Paid-in capital .....................................................................................             $4,647,581
       Undistributed net investment income .................................................................                    219
       Accumulated net realized loss on investments ........................................................                (59,885)
       Net unrealized appreciation on investments ..........................................................                120,378
                                                                                                                         ----------
                                                                                                                         $4,708,293
                                                                                                                         ==========

INSTITUTIONAL CLASS
       Net asset value, redemption and maximum offering price per share
         ($2,710,312 / 273,814 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.90
                                                                                                                         ==========

INVESTOR CLASS
       Net asset value, redemption and offering price per share
         ($656,212 / 66,077 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.93
                                                                                                                         ==========
       Maximum offering price per share (100 / 95.50% of $9.93) ............................................                 $10.40
                                                                                                                         ==========

CLASS B
       Net asset value, redemption and maximum offering price per share
         ($1,168,374 / 117,131 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.97
                                                                                                                         ==========

CLASS C
       Net asset value,  redemption and maximum  offering price per share
         ($173,395 / 17,369 shares : unlimited  shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.98
                                                                                                                         ==========









See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                       STATEMENT OF OPERATIONS

                                                       Year ended May 31, 2000



INVESTMENT INCOME

       Income
            Interest .......................................................................................              $  21,539
            Dividends ......................................................................................                 35,889
                                                                                                                          ---------

                  Total income .............................................................................                 57,428
                                                                                                                          ---------

       Expenses
            Investment advisory fees (note 2) ..............................................................                 12,914
            Fund administration fees (note 2) ..............................................................                  3,499
            Distribution and service fees - Class B (note 3) ...............................................                  2,157
            Distribution and service fees - Class C (note 3) ...............................................                    180
            Distribution and service fees - Investor Class (note 3) ........................................                    712
            Custody fees ...................................................................................                  3,216
            Registration and filing administration fees (note 2) ...........................................                  2,190
            Fund accounting fees (note 2) ..................................................................                 45,000
            Audit fees .....................................................................................                 10,530
            Legal fees .....................................................................................                 10,027
            Securities pricing fees ........................................................................                  1,779
            Shareholder recordkeeping fees .................................................................                  8,950
            Other accounting fees (note 2) .................................................................                  1,399
            Shareholder servicing expenses .................................................................                  2,634
            Registration and filing expenses ...............................................................                  8,143
            Printing expenses ..............................................................................                  7,308
            Trustee fees and meeting expenses ..............................................................                  3,180
            Other operating expenses .......................................................................                  3,145
                                                                                                                          ---------

                  Total expenses ...........................................................................                126,963
                                                                                                                          ---------

                  Less:
                       Expense reimbursements (note 2) .....................................................               (110,174)
                       Investment advisory fees waived (note 2) ............................................                (12,914)
                       Fund administration fees waived (note 2) ............................................                   (132)
                       Other accounting fees waived (note 2) ...............................................                   (694)
                                                                                                                          ---------

                  Net expenses .............................................................................                  3,049
                                                                                                                          ---------

                       Net investment income ...............................................................                 54,379
                                                                                                                          ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized loss from investment transactions ......................................................                (58,004)
       Increase in unrealized appreciation on investments ..................................................                123,160
                                                                                                                          ---------

            Net realized and unrealized gain on investments ................................................                 65,156
                                                                                                                          ---------

                  Net increase in net assets resulting from operations .....................................              $ 119,535
                                                                                                                          =========

See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS

------------------------------------------------------------------------------------------------------------------------------------
                                                                                               Period ended          Period ended
                                                                                                  May 31,               May 31,
                                                                                                   2000                1999 (a)
------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS
         Operations
               Net investment income .....................................................      $   54,379            $    1,775
               Net realized loss from investment transactions ............................         (58,004)               (1,881)
               Increase (decrease) in unrealized appreciation on investments .............         123,160                (2,782)
                                                                                                ----------            ----------
                   Net increase (decrease) in net assets resulting from operations .......         119,535                (2,888)
                                                                                                ----------            ----------
         Distributions to shareholders from
               Net investment income - Institutional Class ...............................         (45,278)               (1,775)
               Net investment income - Investor Class ....................................          (5,847)                    0 (b)
               Net investment income - Class B ...........................................          (2,809)                    0
               Net investment income - Class C ...........................................            (226)                    0
                                                                                                ----------            ----------
                   Decrease in net assets resulting from distributions ...................         (54,160)               (1,775)
                                                                                                ----------            ----------
         Capital share transactions
               Increase in net assets resulting from capital share transactions (d) ......       4,144,606               502,975
                                                                                                ----------            ----------
                               Total increase in net assets ..............................       4,209,981               498,312
NET ASSETS
         Beginning of period .............................................................         498,312                     0
                                                                                                ----------            ----------
         End of period ...................................................................      $4,708,293            $  498,312
                                                                                                ==========            ==========
(d) A summary of capital share activity follows:
                                                    --------------------------------------------------------------------------------
                                                              Period ended                                Period ended
                                                              May 31, 2000                              May 31, 1999 (a)
                                                      Shares                Value                 Shares                Value
                                                    --------------------------------------------------------------------------------
--------------------------------------------------
               INSTITUTIONAL CLASS
--------------------------------------------------
Shares sold ......................................     218,824            $2,185,791                50,110            $  501,100
Shares issued for reinvestment of distributions ..       4,701                45,278                   179                 1,775
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     223,525            $2,231,069                50,289            $  502,875
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                 INVESTOR CLASS
--------------------------------------------------
Shares sold ......................................      87,208            $  839,421                    10            $      100
Shares issued for reinvestment of distributions ..         598                 5,846                     0                     0
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      66,067            $  644,543                    10            $      100
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS B (c)
--------------------------------------------------
Shares sold ......................................     117,050            $1,100,100                     0            $        0
Shares issued for reinvestment of distributions ..          81                   805                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     117,131            $1,100,905                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS C (c)
--------------------------------------------------
Shares sold ......................................      17,347            $  167,863                     0            $        0
Shares issued for reinvestment of distributions ..          22                   226                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      17,369            $  168,089                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                  FUND SUMMARY
--------------------------------------------------
Shares sold ......................................     440,429            $4,293,175                50,120            $  501,200
Shares issued for reinvestment of distributions ..       5,402                52,155                   179                 1,775
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     424,092            $4,144,606                50,299            $  502,975
                                                    ==========            ==========            ==========            ==========

(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.
(c) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.


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

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                             --------------------------------    -----------------------------------
                                                                    Institutional Class                    Investor Class
                                                             --------------------------------    -----------------------------------
                                                               Year ended       Period ended       Year ended       Period ended
                                                                 May 31,           May 31,           May 31,           May 31,
                                                                  2000             1999 (a)           2000             1999 (a)
                                                             --------------------------------    -----------------------------------

Net asset value, beginning of period .......................       $ 9.91           $ 10.00            $ 9.92            $10.00

       Income from investment operations
           Net investment income ...........................         0.18              0.04              0.12              0.02
           Net realized and unrealized (loss) gain
               on investments ..............................        (0.01)            (0.09)             0.01             (0.08)
                                                               ----------        ----------        ----------        ----------
               Total from investment operations ............         0.17             (0.05)             0.13             (0.06)
                                                               ----------        ----------        ----------        ----------
       Distributions to shareholders from
           Net investment income ...........................        (0.18)            (0.04)            (0.12)            (0.02)
                                                               ----------        ----------        ----------        ----------

Net asset value, end of period .............................     $   9.90            $ 9.91            $ 9.93            $ 9.92
                                                               ==========        ==========        ==========        ==========

Total return (b) ...........................................         1.64 %           (0.45)%            1.36 %           (0.58)%
                                                               ==========        ==========        ==========        ==========

Ratios/supplemental data
       Net assets, end of period ...........................   $2,710,312        $  498,213        $  656,212        $       99
                                                               ==========        ==========        ==========        ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...         5.05 %           23.94 % (c)        4.29 %           15.49 %(c)
           After expense reimbursements and waived fees ....         0.00 %            0.00 % (c)        0.25 %            0.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...        (2.87)%          (22.69)% (c)       (1.96)%          (14.68)%(c)
           After expense reimbursements and waived fees ....         2.18 %            1.26 % (c)        2.08 %            0.81 %(c)

       Portfolio turnover rate .............................        41.69 %            7.04 %           41.69 %            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>
<TABLE>
<S>   <C>  <C>  <C>                                                                        <C>                     <C>

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                                                          -----------------        -----------------
                                                                                               Class B                  Class C
                                                                                          -----------------        -----------------

                                                                                              Period ended           Period ended
                                                                                                 May 31,                May 31,
                                                                                                2000 (a)               2000 (a)
                                                                                          --------------------    ------------------

Net asset value, beginning of period ...............................................               $10.20                $10.20

       Income from investment operations
           Net investment income ...................................................                 0.04                  0.03
           Net realized and unrealized (loss) gain on investments ..................                (0.23)                (0.22)
                                                                                               ----------            ----------
               Total from investment operations ....................................                (0.19)                (0.19)
                                                                                               ----------            ----------
       Distributions to shareholders from
           Net investment income ...................................................                (0.04)                (0.03)
                                                                                               ----------            ----------

Net asset value, end of period .....................................................               $ 9.97                $ 9.98
                                                                                               ==========            ==========

Total return (b) ...................................................................                (1.85)%               (1.86)%
                                                                                               ==========            ==========

Ratios/supplemental data
       Net assets, end of period ...................................................           $1,168,374            $  173,395
                                                                                               ==========            ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...........................                 4.09 %(c)             4.07 %(c)
           After expense reimbursements and waived fees ............................                 1.00 %(c)             1.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...........................                (1.78)%(c)            (1.77)%(c)
           After expense reimbursements and waived fees ............................                 1.31 %(c)             1.30 %(c)

       Portfolio turnover rate .....................................................                41.69 %               41.69 %



(a) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.
(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, 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The Wisdom Fund (the "Fund"),  an open-ended  investment  company, is a
         diversified  series  of  shares  of  beneficial  interest  of  the  New
         Providence  Investment Trust (the "Trust").  The Trust 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 Board of  Trustees of the
         Trust  approved on October 7, 1999 a plan to authorize  two new classes
         of shares  designated as Class B Shares and Class C Shares. On November
         16, 1999, the Class B Shares and Class C Shares became  effective.  The
         Fund has an unlimited  number of authorized  shares,  which are divided
         into four classes - Institutional Class Shares,  Investor Class Shares,
         Class B shares and Class C 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 not attributable
         to the Institutional  Class Shares),  and realized and unrealized gains
         or losses on  investments  are  allocated to each class of shares based
         upon its relative net assets. All 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, 2000



         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,  a maximum of 1.40% of the
         average daily net assets of the Fund's Investor Class, and a maximum of
         2.15% of the average daily net assets of the Fund's Class B and Class C
         Shares.  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 $12,914  ($0.05 per share) and
         reimbursed  $110,174 of the operating expenses incurred by the Fund for
         the year ended May 31, 2000.

         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. The Administrator voluntarily waived a portion of
         its fees amounting to $826 for the year ended May 31, 2000.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 2000



         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.

         Capital Investment Group, Inc. (the "Distributor") serves as the Fund's
         principal  underwriter  and  distributor.   Prior  to  July  14,  1999,
         Donaldson & Co.,  Inc.,  an  affiliate  of the  Advisor,  served as the
         principal  underwriter and  distributor.  The Distributor  receives any
         sales charges imposed on purchases of shares and re-allocates a portion
         of such charges to dealers  through whom the sale was made, if any. For
         the year ended March 31, 2000, the  Distributor  retained sales charges
         in the amount of $6,011.

         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,  Class
         B Shares,  and Class C 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 or 1.00%  per annum of the Class B Shares or Class C Shares  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,  Class B Shares
         and Class C Shares in the Fund or support  servicing of those  classes'
         shareholder  accounts.  The Fund incurred $2,157, $180 and $712, net of
         waived  fees,  in  distribution  and  service  fees under the Plan with
         respect to Class B Shares,  Class C Shares and Investor  Class  Shares,
         respectively, for the fiscal year ended May 31, 2000.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated $3,323,538 and $753,580,  respectively,  for the fiscal year
         ended May 31, 2000.

<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have audited the  accompanying  statement of assets and liabilities of Wisdom
Fund,  including  the  portfolio of  investments,  as of May 31,  2000,  and the
related  statement of operations  for the period then ended,  the  statements of
changes in net assets for the periods ended May 31, 2000 and 1999, and 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 auditing standards generally accepted
in the  United  States of  America.  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,  2000,  by  correspondence  with the Fund's
custodian  and  brokers.   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 Wisdom
Fund as of May 31, 2000, the results of its  operations for the year ended,  and
the changes in its net assets and the financial  highlights  for the  respective
stated periods, in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP




Princeton, New Jersey
June 23, 2000

<PAGE>



________________________________________________________________________________


                                   WISDOM FUND

________________________________________________________________________________


                 a series of the New Providence Investment Trust



                                 CLASS B SHARES


                               ANNUAL REPORT 2000


                            FOR THE YEAR 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 and the financial statements contained herein are
        submitted for the general information of the shareholders of the
       Fund. This report is not authorized for distribution to prospective
      investors in the Fund unless preceded or accompanied by an effective
       prospectus. Mutual fund shares are not deposits or obligations of,
      or guaranteed by, any depository institution. Shares are not insured
         by the FDIC, Federal Reserve Board or any other agency, and are
        subject to investment risks, including possible loss of principal
     amount invested. Neither the fund nor the fund's distributor is a bank.


          For more information about the Wisdom Fund, including charges
          and expenses, call the fund for a free prospectus. You should
         read the prospectus carefully before you invest or send money.
<PAGE>

ATLANTA INVSETMENT COUNSEL, L.L.C.
               Manager of the Wisdom Fund



June 1, 2000



Dear Shareholders,


"Success in investing  doesn't  correlate with IQ once you're above the level of
25. Once you have ordinary  intelligence,  what you need is the  temperament  to
control  the urges that get other  people  into  trouble in  investing."  Warren
Buffet, 1996 Shareholder Meeting. We couldn't agree more!



The past ten weeks  have seen a shift in market  sentiment  that has so far been
very favorable to our portfolio and to value  investing.  We have been asked how
and why such shifts  occur.  We have tried to come up with several  reasons that
sound logical.  Many times we don't understand what's really happened until much
later. Here are some possible signs of, and reasons for, the shift:



The  Dow  was  down  dramatically  by  February  25,  while  the  NASDAQ  was up
substantially,  underscoring  the popular,  but  meaningless,  Old Economy / New
Economy split.



The anxiety suffered by New Economy  adherents as Microsoft was unable to settle
with the Justice Department.



The retirement of Tiger Fund's Julian Robertson and the replacement of Oakmark's
Robert Sanborn--sure signs of intense frustration from serious value investors.




[Letterhead]

<PAGE>


In Contrast to years past,  Berkshire  Hathaway's  1999 Annual  Report  received
barely a mention in the  financial  press.  We read it with great  interest,  of
course!



When you buy a stock or mutual  fund,  it's  important  not to lose sight of the
fact that you're  really buying a fractional  interest in a business,  and not a
lottery ticket.



For  about two  years  now,  we have  been in a market  where  valuation  hasn't
mattered one darn bit. In fact,  the more that  investors  focused on valuation,
the worse returns have been. While the laws of economic gravity were temporarily
suspended, we do not believe they have been fundamentally altered.



Looking  back over the last year,  the Wisdom Fund under  performed  the general
market and  outperformed  Berkshire  Hathaway  Holdings,  the portfolio  that we
attempt to emulate. Berkshire's stock price fell in 1999 for several reasons:



1. Since last summer,  Alan  Greenspan has raised  interest  rates because he is
worried that the economy is expanding so fast that it will cause a resurgence of
inflation.  In theory,  the prospect of higher interest rates should hurt growth
stocks the most.  But in today's  market,  exactly the  opposite  has  occurred.
Fearing  that higher rates would hit Old Economy  stocks the hardest,  investors
have been dumping those stocks and piling into tech stocks instead,


<PAGE>


2. Three   of   the   Wisdom   Fund's   and   Berkshire    Hathaway's    largest
holdings--Coca-cola, Gillette, and Freddie Mac--fell in calendar year 1999 (13%,
14% and 27%,  respectively).  These  stocks have been great  investments  over a
long-term horizon,



3. The Wisdom Fund holds about 26% of its assets in low-return  short-term fixed
income  securities as does  Berkshire  Hathaway.  Due to high  valuations in the
markets, Berkshire Hathaway has not seen fit to put its cash to work, and



4. Since the Wisdom Fund and  Berkshire  Hathaway  have very little  exposure to
technology  stocks,  we feel our holdings  have been dragged down by the general
devaluation of non-tech stocks.



At Berkshire  Hathaway's  annual meeting this spring,  Warren Buffet  scornfully
compared the  technology  sector's  breathtaking  runup to a "chain  letter," in
which early participants reap rich rewards at the expense of those who follow.



Of course,  we do not like to under perform the S&P 500 stock index.  We can say
with certainty that there will always be a category or class of investments that
will post results greater than ours. For our part, we will continue to implement
our  investment  strategy of  emulating  the  investment  portfolio of Berkshire
Hathaway which has produced a thirty-year track record second to none.


<PAGE>


Warren Buffet said in 1996, "Your goal as an investor should be to purchase,  at
a rational  price,  a part  interest in an easily  understandable  business with
whose  earnings are  virtually  certain to be materially  higher five,  ten, and
twenty years from now. Over time,  you will find only a few companies  that meet
these  standards---so  when  you  see  one  that  qualifies,  you  should  buy a
meaningful  amount of stock.  You must also resist the  temptation to stray from
your guidelines:  If you aren't willing to own a stock for ten years, don't even
thing about  owning it for ten  minutes.  Put  together a portfolio of companies
whose  aggregate  earnings  march  upward  over the years,  and so also will the
portfolio's market value."



And that is the "wisdom" of the Wisdom Fund!




/s/ C. Douglas Davenport

C. Douglas Davenport, J.D.

President, Atlanta Investment Counsel, LLC

<PAGE>

                                   WISDOM FUND

                                 CLASS B SHARES

                     Performance Update - $10,000 Investment
       For the period from November 16, 1999 (Commencement of Operations)
                                 to May 31, 2000


[LINE GRAPH HERE]:

--------------------------------------------------------------------------------
                        Wisdom Fund                 S&P 500
                       Class B Shares          Total Return Index
--------------------------------------------------------------------------------
       11/16/99           $10,000                   $10,000
       11/30/99             9,902                     9,785
       12/31/99             9,742                    10,362
       01/31/00             9,467                     9,841
       02/29/00             8,613                     9,655
       03/31/00             9,526                    10,599
       04/30/00             9,487                    10,281
       05/31/00             9,422                    10,070


This graph  depicts the  performance  of the Wisdom Fund - Class B Shares 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 Charges                (1.85)%
             ------------------------------ -----------------------
                 4% Maximum Sales Charge            (5.78)%
             ------------------------------ -----------------------


>>   The graph  assumes an initial  $10,000  investment  at  November  16,  1999
     (commencement  of  operations)  and reflects  the  deduction of the maximum
     contingent  deferred  sales charge  ("CDSC"),  taken on the last day of the
     most  recently  completed  fiscal  year.  The CDSC  for the  Class B Shares
     declines  from 4% to 0%  over  seven  years;  and the  Class B  Shares  are
     converted  to Investor  Class  Shares of the Wisdom Fund after eight years,
     without  the   imposition   of  any  sales   charges.   All  dividends  and
     distributions are reinvested.

>>   At May 31,  2000,  the value of the Wisdom Fund - Class B Shares would have
     decreased to $9,422 - a cumulative total investment return of (5.78)% since
     November 16, 1999.  Without the deduction of the 4% maximum CDSC, the value
     of the  Wisdom  Fund - Class B Shares  would have  decreased  to $9,815 - a
     cumulative total investment  return of (1.85)% since November 16, 1999. The
     CDSC may be waived or reduced under certain circumstances.

>>   At May 31,  2000,  a similar  investment  in the S&P 500 Total Return Index
     would have grown to $10,070 - a cumulative total investment return of 0.70%
     since November 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 total 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>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - 62.39%

       Apparel Manufacturing - 1.33%
         (a)Jones Apparel Group, Inc. ..................................................                 1,750            $   46,922
            Liz Claiborne, Inc. ........................................................                   400                15,725
                                                                                                                          ----------
                                                                                                                              62,647
                                                                                                                          ----------
       Beverages - 10.15%
            The Coca-Cola Company ......................................................                 8,950               477,706
                                                                                                                          ----------

       Chemicals - 0.74%
            Great Lakes Chemical Corporation ...........................................                 1,250                34,844
                                                                                                                          ----------

       Cosmetics and Personal Care - 3.05%
            The Gillette Company .......................................................                 4,300               143,512
                                                                                                                          ----------

       Financial Services - 16.09%
            American Express Company ...................................................                 6,750               362,813
            AXA Financial, Inc. ........................................................                 1,825                71,061
            Freddie Mac ................................................................                 2,675               119,037
            Marsh & McLennan Companies, Inc. ...........................................                   600                66,000
            MGIC Investment Corporation ................................................                 1,150                56,997
            The Dun & Bradstreet Corporation ...........................................                 2,650                81,487
                                                                                                                          ----------
                                                                                                                             757,395
                                                                                                                          ----------
       Financial - Banks, Commercial - 2.83%
            Wells Fargo & Company ......................................................                 2,950               133,488
                                                                                                                          ----------

       Insurance - Life and Health - 2.56%
            CIGNA Corporation ..........................................................                   700                62,169
            Torchmark Corporation ......................................................                 2,150                58,453
                                                                                                                          ----------
                                                                                                                             120,622
                                                                                                                          ----------
       Insurance - Multiline - 17.37%
            AFLAC INCORPORATED .........................................................                 1,400                72,363
            Allmerica Financial Corporation ............................................                 1,150                66,341
            Ambac Financial Group, Inc. ................................................                 1,200                60,600
            American International Group, Inc. .........................................                   537                60,446
            American National Insurance Company ........................................                   950                51,300
            Cincinnati Financial Corporation ...........................................                 1,950                78,274
         (a)CNA Financial Corporation ..................................................                 1,650                58,884
            Financial Security Assurance Holdings Ltd. .................................                 1,325                99,458
            Loews Corporation ..........................................................                 1,000                65,875
            PartnerRe Ltd. .............................................................                 2,025                75,178
            The PMI Group, Inc. ........................................................                 1,250                63,359
            The St. Paul Companies, Inc. ...............................................                 1,750                65,625
                                                                                                                          ----------
                                                                                                                             817,703
                                                                                                                          ----------

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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - (Continued)

       Insurance - Property & Casualty - 2.78%
            Erie Indemnity Company .....................................................                 1,950            $   53,625
            Everest Re Group, Ltd. .....................................................                 2,275                77,350
                                                                                                                          ----------
                                                                                                                             130,975
                                                                                                                          ----------
       Publishing - Newspapers - 0.87%
            The Washington Post Company ................................................                    82                41,041
                                                                                                                          ----------

       Real Estate Investment Trust - 1.59%
            First Industrial Realty Trust, Inc. ........................................                   875                25,430
            Tanger Factory Outlet Centers, Inc. ........................................                 1,150                26,594
            Town & Country Trust .......................................................                 1,400                22,925
                                                                                                                          ----------
                                                                                                                              74,949
                                                                                                                          ----------
       Transportation - Miscellaneous - 0.90%
            GATX Corporation ...........................................................                 1,250                42,187
                                                                                                                          ----------

       Utilities - Electric - 2.13%
            FPL Group, Inc. ............................................................                   875                43,313
            Northern States Power Company ..............................................                 1,500                33,187
            The Montana Power Company ..................................................                   625                23,672
                                                                                                                          ----------
                                                                                                                             100,172
                                                                                                                          ----------

            Total Common Stocks (Cost $2,817,159) ............................................................             2,937,241
                                                                                                                          ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Interest         Maturity
                                                                     Principal         Rate             Date
------------------------------------------------------------------------------------------------------------------------------------
U. S. GOVERNMENT OBLIGATION - 16.03%

            United States Treasury Bill .....................        $760,000           0%            07/20/00               754,775
            (Cost $754,479)                                                                                               ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Shares
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANIES - 8.97%

       Evergreen Money Market Treasury Institutional Money
            Market Fund Institutional Service Shares ...................................               211,257               211,257
       Evergreen Money Market Treasury Institutional Treasury Money
            Market Fund Institutional Service Shares ...................................               211,256               211,256
                                                                                                                          ----------

            Total Investment Companies (Cost $422,513) .......................................................               422,513
                                                                                                                          ----------




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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

Total Value of Investments (Cost $3,994,151 (b)) .......................................                 87.39%           $4,114,529
Other Assets Less Liabilities ..........................................................                 12.61%              593,764
                                                                                                        ------            ----------
       Net Assets ......................................................................                100.00%           $4,708,293
                                                                                                        ======            ==========



       (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 ..........................................................................           $  267,843
            Unrealized depreciation ..........................................................................             (147,465)
                                                                                                                         ----------

                            Net unrealized appreciation ......................................................           $  120,378
                                                                                                                         ==========

























See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 2000


ASSETS
       Investments, at value (cost $3,994,151) .............................................................             $4,114,529
       Cash ................................................................................................                563,217
       Income receivable ...................................................................................                  6,327
       Receivable for fund shares sold .....................................................................                 29,791
       Due from advisor (note 2) ...........................................................................                 11,118
                                                                                                                         ----------

            Total assets ...................................................................................              4,724,982
                                                                                                                         ----------

LIABILITIES
       Accrued expenses ....................................................................................                 16,689
                                                                                                                         ----------

NET ASSETS .................................................................................................             $4,708,293
                                                                                                                         ==========

NET ASSETS CONSIST OF
       Paid-in capital .....................................................................................             $4,647,581
       Undistributed net investment income .................................................................                    219
       Accumulated net realized loss on investments ........................................................                (59,885)
       Net unrealized appreciation on investments ..........................................................                120,378
                                                                                                                         ----------
                                                                                                                         $4,708,293
                                                                                                                         ==========

INSTITUTIONAL CLASS
       Net asset value, redemption and maximum offering price per share
         ($2,710,312 / 273,814 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.90
                                                                                                                         ==========

INVESTOR CLASS
       Net asset value, redemption and offering price per share
         ($656,212 / 66,077 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.93
                                                                                                                         ==========
       Maximum offering price per share (100 / 95.50% of $9.93) ............................................                 $10.40
                                                                                                                         ==========

CLASS B
       Net asset value, redemption and maximum offering price per share
         ($1,168,374 / 117,131 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.97
                                                                                                                         ==========

CLASS C
       Net asset value,  redemption and maximum  offering price per share
         ($173,395 / 17,369 shares : unlimited  shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.98
                                                                                                                         ==========









See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                       STATEMENT OF OPERATIONS

                                                       Year ended May 31, 2000



INVESTMENT INCOME

       Income
            Interest .......................................................................................              $  21,539
            Dividends ......................................................................................                 35,889
                                                                                                                          ---------

                  Total income .............................................................................                 57,428
                                                                                                                          ---------

       Expenses
            Investment advisory fees (note 2) ..............................................................                 12,914
            Fund administration fees (note 2) ..............................................................                  3,499
            Distribution and service fees - Class B (note 3) ...............................................                  2,157
            Distribution and service fees - Class C (note 3) ...............................................                    180
            Distribution and service fees - Investor Class (note 3) ........................................                    712
            Custody fees ...................................................................................                  3,216
            Registration and filing administration fees (note 2) ...........................................                  2,190
            Fund accounting fees (note 2) ..................................................................                 45,000
            Audit fees .....................................................................................                 10,530
            Legal fees .....................................................................................                 10,027
            Securities pricing fees ........................................................................                  1,779
            Shareholder recordkeeping fees .................................................................                  8,950
            Other accounting fees (note 2) .................................................................                  1,399
            Shareholder servicing expenses .................................................................                  2,634
            Registration and filing expenses ...............................................................                  8,143
            Printing expenses ..............................................................................                  7,308
            Trustee fees and meeting expenses ..............................................................                  3,180
            Other operating expenses .......................................................................                  3,145
                                                                                                                          ---------

                  Total expenses ...........................................................................                126,963
                                                                                                                          ---------

                  Less:
                       Expense reimbursements (note 2) .....................................................               (110,174)
                       Investment advisory fees waived (note 2) ............................................                (12,914)
                       Fund administration fees waived (note 2) ............................................                   (132)
                       Other accounting fees waived (note 2) ...............................................                   (694)
                                                                                                                          ---------

                  Net expenses .............................................................................                  3,049
                                                                                                                          ---------

                       Net investment income ...............................................................                 54,379
                                                                                                                          ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized loss from investment transactions ......................................................                (58,004)
       Increase in unrealized appreciation on investments ..................................................                123,160
                                                                                                                          ---------

            Net realized and unrealized gain on investments ................................................                 65,156
                                                                                                                          ---------

                  Net increase in net assets resulting from operations .....................................              $ 119,535
                                                                                                                          =========

See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS

------------------------------------------------------------------------------------------------------------------------------------
                                                                                               Period ended          Period ended
                                                                                                  May 31,               May 31,
                                                                                                   2000                1999 (a)
------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS
         Operations
               Net investment income .....................................................      $   54,379            $    1,775
               Net realized loss from investment transactions ............................         (58,004)               (1,881)
               Increase (decrease) in unrealized appreciation on investments .............         123,160                (2,782)
                                                                                                ----------            ----------
                   Net increase (decrease) in net assets resulting from operations .......         119,535                (2,888)
                                                                                                ----------            ----------
         Distributions to shareholders from
               Net investment income - Institutional Class ...............................         (45,278)               (1,775)
               Net investment income - Investor Class ....................................          (5,847)                    0 (b)
               Net investment income - Class B ...........................................          (2,809)                    0
               Net investment income - Class C ...........................................            (226)                    0
                                                                                                ----------            ----------
                   Decrease in net assets resulting from distributions ...................         (54,160)               (1,775)
                                                                                                ----------            ----------
         Capital share transactions
               Increase in net assets resulting from capital share transactions (d) ......       4,144,606               502,975
                                                                                                ----------            ----------
                               Total increase in net assets ..............................       4,209,981               498,312
NET ASSETS
         Beginning of period .............................................................         498,312                     0
                                                                                                ----------            ----------
         End of period ...................................................................      $4,708,293            $  498,312
                                                                                                ==========            ==========
(d) A summary of capital share activity follows:
                                                    --------------------------------------------------------------------------------
                                                              Period ended                                Period ended
                                                              May 31, 2000                              May 31, 1999 (a)
                                                      Shares                Value                 Shares                Value
                                                    --------------------------------------------------------------------------------
--------------------------------------------------
               INSTITUTIONAL CLASS
--------------------------------------------------
Shares sold ......................................     218,824            $2,185,791                50,110            $  501,100
Shares issued for reinvestment of distributions ..       4,701                45,278                   179                 1,775
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     223,525            $2,231,069                50,289            $  502,875
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                 INVESTOR CLASS
--------------------------------------------------
Shares sold ......................................      87,208            $  839,421                    10            $      100
Shares issued for reinvestment of distributions ..         598                 5,846                     0                     0
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      66,067            $  644,543                    10            $      100
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS B (c)
--------------------------------------------------
Shares sold ......................................     117,050            $1,100,100                     0            $        0
Shares issued for reinvestment of distributions ..          81                   805                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     117,131            $1,100,905                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS C (c)
--------------------------------------------------
Shares sold ......................................      17,347            $  167,863                     0            $        0
Shares issued for reinvestment of distributions ..          22                   226                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      17,369            $  168,089                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                  FUND SUMMARY
--------------------------------------------------
Shares sold ......................................     440,429            $4,293,175                50,120            $  501,200
Shares issued for reinvestment of distributions ..       5,402                52,155                   179                 1,775
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     424,092            $4,144,606                50,299            $  502,975
                                                    ==========            ==========            ==========            ==========

(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.
(c) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.


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

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                             --------------------------------    -----------------------------------
                                                                    Institutional Class                    Investor Class
                                                             --------------------------------    -----------------------------------
                                                               Year ended       Period ended       Year ended       Period ended
                                                                 May 31,           May 31,           May 31,           May 31,
                                                                  2000             1999 (a)           2000             1999 (a)
                                                             --------------------------------    -----------------------------------

Net asset value, beginning of period .......................       $ 9.91           $ 10.00            $ 9.92            $10.00

       Income from investment operations
           Net investment income ...........................         0.18              0.04              0.12              0.02
           Net realized and unrealized (loss) gain
               on investments ..............................        (0.01)            (0.09)             0.01             (0.08)
                                                               ----------        ----------        ----------        ----------
               Total from investment operations ............         0.17             (0.05)             0.13             (0.06)
                                                               ----------        ----------        ----------        ----------
       Distributions to shareholders from
           Net investment income ...........................        (0.18)            (0.04)            (0.12)            (0.02)
                                                               ----------        ----------        ----------        ----------

Net asset value, end of period .............................     $   9.90            $ 9.91            $ 9.93            $ 9.92
                                                               ==========        ==========        ==========        ==========

Total return (b) ...........................................         1.64 %           (0.45)%            1.36 %           (0.58)%
                                                               ==========        ==========        ==========        ==========

Ratios/supplemental data
       Net assets, end of period ...........................   $2,710,312        $  498,213        $  656,212        $       99
                                                               ==========        ==========        ==========        ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...         5.05 %           23.94 % (c)        4.29 %           15.49 %(c)
           After expense reimbursements and waived fees ....         0.00 %            0.00 % (c)        0.25 %            0.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...        (2.87)%          (22.69)% (c)       (1.96)%          (14.68)%(c)
           After expense reimbursements and waived fees ....         2.18 %            1.26 % (c)        2.08 %            0.81 %(c)

       Portfolio turnover rate .............................        41.69 %            7.04 %           41.69 %            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>
<TABLE>
<S>   <C>  <C>  <C>                                                                        <C>                     <C>

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                                                          -----------------        -----------------
                                                                                               Class B                  Class C
                                                                                          -----------------        -----------------

                                                                                              Period ended           Period ended
                                                                                                 May 31,                May 31,
                                                                                                2000 (a)               2000 (a)
                                                                                          --------------------    ------------------

Net asset value, beginning of period ...............................................               $10.20                $10.20

       Income from investment operations
           Net investment income ...................................................                 0.04                  0.03
           Net realized and unrealized (loss) gain on investments ..................                (0.23)                (0.22)
                                                                                               ----------            ----------
               Total from investment operations ....................................                (0.19)                (0.19)
                                                                                               ----------            ----------
       Distributions to shareholders from
           Net investment income ...................................................                (0.04)                (0.03)
                                                                                               ----------            ----------

Net asset value, end of period .....................................................               $ 9.97                $ 9.98
                                                                                               ==========            ==========

Total return (b) ...................................................................                (1.85)%               (1.86)%
                                                                                               ==========            ==========

Ratios/supplemental data
       Net assets, end of period ...................................................           $1,168,374            $  173,395
                                                                                               ==========            ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...........................                 4.09 %(c)             4.07 %(c)
           After expense reimbursements and waived fees ............................                 1.00 %(c)             1.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...........................                (1.78)%(c)            (1.77)%(c)
           After expense reimbursements and waived fees ............................                 1.31 %(c)             1.30 %(c)

       Portfolio turnover rate .....................................................                41.69 %               41.69 %



(a) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.
(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, 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The Wisdom Fund (the "Fund"),  an open-ended  investment  company, is a
         diversified  series  of  shares  of  beneficial  interest  of  the  New
         Providence  Investment Trust (the "Trust").  The Trust 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 Board of  Trustees of the
         Trust  approved on October 7, 1999 a plan to authorize  two new classes
         of shares  designated as Class B Shares and Class C Shares. On November
         16, 1999, the Class B Shares and Class C Shares became  effective.  The
         Fund has an unlimited  number of authorized  shares,  which are divided
         into four classes - Institutional Class Shares,  Investor Class Shares,
         Class B shares and Class C 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 not attributable
         to the Institutional  Class Shares),  and realized and unrealized gains
         or losses on  investments  are  allocated to each class of shares based
         upon its relative net assets. All 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, 2000



         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,  a maximum of 1.40% of the
         average daily net assets of the Fund's Investor Class, and a maximum of
         2.15% of the average daily net assets of the Fund's Class B and Class C
         Shares.  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 $12,914  ($0.05 per share) and
         reimbursed  $110,174 of the operating expenses incurred by the Fund for
         the year ended May 31, 2000.

         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. The Administrator voluntarily waived a portion of
         its fees amounting to $826 for the year ended May 31, 2000.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 2000



         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.

         Capital Investment Group, Inc. (the "Distributor") serves as the Fund's
         principal  underwriter  and  distributor.   Prior  to  July  14,  1999,
         Donaldson & Co.,  Inc.,  an  affiliate  of the  Advisor,  served as the
         principal  underwriter and  distributor.  The Distributor  receives any
         sales charges imposed on purchases of shares and re-allocates a portion
         of such charges to dealers  through whom the sale was made, if any. For
         the year ended March 31, 2000, the  Distributor  retained sales charges
         in the amount of $6,011.

         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,  Class
         B Shares,  and Class C 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 or 1.00%  per annum of the Class B Shares or Class C Shares  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,  Class B Shares
         and Class C Shares in the Fund or support  servicing of those  classes'
         shareholder  accounts.  The Fund incurred $2,157, $180 and $712, net of
         waived  fees,  in  distribution  and  service  fees under the Plan with
         respect to Class B Shares,  Class C Shares and Investor  Class  Shares,
         respectively, for the fiscal year ended May 31, 2000.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated $3,323,538 and $753,580,  respectively,  for the fiscal year
         ended May 31, 2000.

<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have audited the  accompanying  statement of assets and liabilities of Wisdom
Fund,  including  the  portfolio of  investments,  as of May 31,  2000,  and the
related  statement of operations  for the period then ended,  the  statements of
changes in net assets for the periods ended May 31, 2000 and 1999, and 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 auditing standards generally accepted
in the  United  States of  America.  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,  2000,  by  correspondence  with the Fund's
custodian  and  brokers.   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 Wisdom
Fund as of May 31, 2000, the results of its  operations for the year ended,  and
the changes in its net assets and the financial  highlights  for the  respective
stated periods, in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP




Princeton, New Jersey
June 23, 2000

<PAGE>



________________________________________________________________________________


                                   WISDOM FUND

________________________________________________________________________________


                 a series of the New Providence Investment Trust



                                 CLASS C SHARES


                               ANNUAL REPORT 2000


                            FOR THE YEAR 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 and the financial statements contained herein are
        submitted for the general information of the shareholders of the
       Fund. This report is not authorized for distribution to prospective
      investors in the Fund unless preceded or accompanied by an effective
       prospectus. Mutual fund shares are not deposits or obligations of,
      or guaranteed by, any depository institution. Shares are not insured
         by the FDIC, Federal Reserve Board or any other agency, and are
        subject to investment risks, including possible loss of principal
     amount invested. Neither the fund nor the fund's distributor is a bank.


          For more information about the Wisdom Fund, including charges
          and expenses, call the fund for a free prospectus. You should
         read the prospectus carefully before you invest or send money.
<PAGE>

ATLANTA INVSETMENT COUNSEL, L.L.C.
               Manager of the Wisdom Fund



June 1, 2000



Dear Shareholders,


"Success in investing  doesn't  correlate with IQ once you're above the level of
25. Once you have ordinary  intelligence,  what you need is the  temperament  to
control  the urges that get other  people  into  trouble in  investing."  Warren
Buffet, 1996 Shareholder Meeting. We couldn't agree more!



The past ten weeks  have seen a shift in market  sentiment  that has so far been
very favorable to our portfolio and to value  investing.  We have been asked how
and why such shifts  occur.  We have tried to come up with several  reasons that
sound logical.  Many times we don't understand what's really happened until much
later. Here are some possible signs of, and reasons for, the shift:



The  Dow  was  down  dramatically  by  February  25,  while  the  NASDAQ  was up
substantially,  underscoring  the popular,  but  meaningless,  Old Economy / New
Economy split.



The anxiety suffered by New Economy  adherents as Microsoft was unable to settle
with the Justice Department.



The retirement of Tiger Fund's Julian Robertson and the replacement of Oakmark's
Robert Sanborn--sure signs of intense frustration from serious value investors.




[Letterhead]

<PAGE>


In Contrast to years past,  Berkshire  Hathaway's  1999 Annual  Report  received
barely a mention in the  financial  press.  We read it with great  interest,  of
course!



When you buy a stock or mutual  fund,  it's  important  not to lose sight of the
fact that you're  really buying a fractional  interest in a business,  and not a
lottery ticket.



For  about two  years  now,  we have  been in a market  where  valuation  hasn't
mattered one darn bit. In fact,  the more that  investors  focused on valuation,
the worse returns have been. While the laws of economic gravity were temporarily
suspended, we do not believe they have been fundamentally altered.



Looking  back over the last year,  the Wisdom Fund under  performed  the general
market and  outperformed  Berkshire  Hathaway  Holdings,  the portfolio  that we
attempt to emulate. Berkshire's stock price fell in 1999 for several reasons:



1. Since last summer,  Alan  Greenspan has raised  interest  rates because he is
worried that the economy is expanding so fast that it will cause a resurgence of
inflation.  In theory,  the prospect of higher interest rates should hurt growth
stocks the most.  But in today's  market,  exactly the  opposite  has  occurred.
Fearing  that higher rates would hit Old Economy  stocks the hardest,  investors
have been dumping those stocks and piling into tech stocks instead,


<PAGE>


2. Three   of   the   Wisdom   Fund's   and   Berkshire    Hathaway's    largest
holdings--Coca-cola, Gillette, and Freddie Mac--fell in calendar year 1999 (13%,
14% and 27%,  respectively).  These  stocks have been great  investments  over a
long-term horizon,



3. The Wisdom Fund holds about 26% of its assets in low-return  short-term fixed
income  securities as does  Berkshire  Hathaway.  Due to high  valuations in the
markets, Berkshire Hathaway has not seen fit to put its cash to work, and



4. Since the Wisdom Fund and  Berkshire  Hathaway  have very little  exposure to
technology  stocks,  we feel our holdings  have been dragged down by the general
devaluation of non-tech stocks.



At Berkshire  Hathaway's  annual meeting this spring,  Warren Buffet  scornfully
compared the  technology  sector's  breathtaking  runup to a "chain  letter," in
which early participants reap rich rewards at the expense of those who follow.



Of course,  we do not like to under perform the S&P 500 stock index.  We can say
with certainty that there will always be a category or class of investments that
will post results greater than ours. For our part, we will continue to implement
our  investment  strategy of  emulating  the  investment  portfolio of Berkshire
Hathaway which has produced a thirty-year track record second to none.


<PAGE>


Warren Buffet said in 1996, "Your goal as an investor should be to purchase,  at
a rational  price,  a part  interest in an easily  understandable  business with
whose  earnings are  virtually  certain to be materially  higher five,  ten, and
twenty years from now. Over time,  you will find only a few companies  that meet
these  standards---so  when  you  see  one  that  qualifies,  you  should  buy a
meaningful  amount of stock.  You must also resist the  temptation to stray from
your guidelines:  If you aren't willing to own a stock for ten years, don't even
thing about  owning it for ten  minutes.  Put  together a portfolio of companies
whose  aggregate  earnings  march  upward  over the years,  and so also will the
portfolio's market value."



And that is the "wisdom" of the Wisdom Fund!




/s/ C. Douglas Davenport

C. Douglas Davenport, J.D.

President, Atlanta Investment Counsel, LLC

<PAGE>

                                   WISDOM FUND

                                 CLASS C SHARES

                     Performance Update - $10,000 Investment
       For the period from November 16, 1999 (Commencement of Operations)
                                 to May 31, 2000


[LINE GRAPH HERE]:

--------------------------------------------------------------------------------
                          Wisdom Fund                 S&P 500
                         Class C Shares          Total Return Index
--------------------------------------------------------------------------------
       11/16/99            $10,000                    $10,000
       11/30/99              9,902                      9,785
       12/31/99              9,742                     10,362
       01/31/00              9,467                      9,841
       02/29/00              8,613                      9,655
       03/31/00              9,526                     10,599
       04/30/00              9,487                     10,281
       05/31/00              9,716                     10,070


This graph  depicts the  performance  of the Wisdom Fund - Class C Shares 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 Charges                 (1.86)%
             ------------------------------ -----------------------
                1% Maximum Sales Charge             (2.84)%
             ------------------------------ -----------------------


>>   The graph  assumes an initial  $10,000  investment  at  November  16,  1999
     (commencement  of  operations)  and reflects  the  deduction of the maximum
     contingent  deferred  sales charge  ("CDSC"),  taken on the last day of the
     most  recently  completed  fiscal  year.  The CDSC  for the  Class C Shares
     declines from 1% to 0% over two years. All dividends and  distributions are
     reinvested.

>>   At May 31,  2000,  the value of the Wisdom Fund - Class C Shares would have
     decreased to $9,716 - a cumulative total investment return of (2.84)% since
     November 16, 1999.  Without the deduction of the 1% maximum CDSC, the value
     of the  Wisdom  Fund - Class C Shares  would have  decreased  to $9,814 - a
     cumulative total investment  return of (1.86)% since November 16, 1999. The
     CDSC may be waived or reduced under certain circumstances.

>>   At May 31,  2000,  a similar  investment  in the S&P 500 Total Return Index
     would have grown to $10,070 - a cumulative total investment return of 0.70%
     since November 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 total 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>

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - 62.39%

       Apparel Manufacturing - 1.33%
         (a)Jones Apparel Group, Inc. ..................................................                 1,750            $   46,922
            Liz Claiborne, Inc. ........................................................                   400                15,725
                                                                                                                          ----------
                                                                                                                              62,647
                                                                                                                          ----------
       Beverages - 10.15%
            The Coca-Cola Company ......................................................                 8,950               477,706
                                                                                                                          ----------

       Chemicals - 0.74%
            Great Lakes Chemical Corporation ...........................................                 1,250                34,844
                                                                                                                          ----------

       Cosmetics and Personal Care - 3.05%
            The Gillette Company .......................................................                 4,300               143,512
                                                                                                                          ----------

       Financial Services - 16.09%
            American Express Company ...................................................                 6,750               362,813
            AXA Financial, Inc. ........................................................                 1,825                71,061
            Freddie Mac ................................................................                 2,675               119,037
            Marsh & McLennan Companies, Inc. ...........................................                   600                66,000
            MGIC Investment Corporation ................................................                 1,150                56,997
            The Dun & Bradstreet Corporation ...........................................                 2,650                81,487
                                                                                                                          ----------
                                                                                                                             757,395
                                                                                                                          ----------
       Financial - Banks, Commercial - 2.83%
            Wells Fargo & Company ......................................................                 2,950               133,488
                                                                                                                          ----------

       Insurance - Life and Health - 2.56%
            CIGNA Corporation ..........................................................                   700                62,169
            Torchmark Corporation ......................................................                 2,150                58,453
                                                                                                                          ----------
                                                                                                                             120,622
                                                                                                                          ----------
       Insurance - Multiline - 17.37%
            AFLAC INCORPORATED .........................................................                 1,400                72,363
            Allmerica Financial Corporation ............................................                 1,150                66,341
            Ambac Financial Group, Inc. ................................................                 1,200                60,600
            American International Group, Inc. .........................................                   537                60,446
            American National Insurance Company ........................................                   950                51,300
            Cincinnati Financial Corporation ...........................................                 1,950                78,274
         (a)CNA Financial Corporation ..................................................                 1,650                58,884
            Financial Security Assurance Holdings Ltd. .................................                 1,325                99,458
            Loews Corporation ..........................................................                 1,000                65,875
            PartnerRe Ltd. .............................................................                 2,025                75,178
            The PMI Group, Inc. ........................................................                 1,250                63,359
            The St. Paul Companies, Inc. ...............................................                 1,750                65,625
                                                                                                                          ----------
                                                                                                                             817,703
                                                                                                                          ----------

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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

COMMON STOCKS - (Continued)

       Insurance - Property & Casualty - 2.78%
            Erie Indemnity Company .....................................................                 1,950            $   53,625
            Everest Re Group, Ltd. .....................................................                 2,275                77,350
                                                                                                                          ----------
                                                                                                                             130,975
                                                                                                                          ----------
       Publishing - Newspapers - 0.87%
            The Washington Post Company ................................................                    82                41,041
                                                                                                                          ----------

       Real Estate Investment Trust - 1.59%
            First Industrial Realty Trust, Inc. ........................................                   875                25,430
            Tanger Factory Outlet Centers, Inc. ........................................                 1,150                26,594
            Town & Country Trust .......................................................                 1,400                22,925
                                                                                                                          ----------
                                                                                                                              74,949
                                                                                                                          ----------
       Transportation - Miscellaneous - 0.90%
            GATX Corporation ...........................................................                 1,250                42,187
                                                                                                                          ----------

       Utilities - Electric - 2.13%
            FPL Group, Inc. ............................................................                   875                43,313
            Northern States Power Company ..............................................                 1,500                33,187
            The Montana Power Company ..................................................                   625                23,672
                                                                                                                          ----------
                                                                                                                             100,172
                                                                                                                          ----------

            Total Common Stocks (Cost $2,817,159) ............................................................             2,937,241
                                                                                                                          ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Interest         Maturity
                                                                     Principal         Rate             Date
------------------------------------------------------------------------------------------------------------------------------------
U. S. GOVERNMENT OBLIGATION - 16.03%

            United States Treasury Bill .....................        $760,000           0%            07/20/00               754,775
            (Cost $754,479)                                                                                               ----------


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        Shares
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANIES - 8.97%

       Evergreen Money Market Treasury Institutional Money
            Market Fund Institutional Service Shares ...................................               211,257               211,257
       Evergreen Money Market Treasury Institutional Treasury Money
            Market Fund Institutional Service Shares ...................................               211,256               211,256
                                                                                                                          ----------

            Total Investment Companies (Cost $422,513) .......................................................               422,513
                                                                                                                          ----------




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

                                                             WISDOM FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                            May 31, 2000

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

Total Value of Investments (Cost $3,994,151 (b)) .......................................                 87.39%           $4,114,529
Other Assets Less Liabilities ..........................................................                 12.61%              593,764
                                                                                                        ------            ----------
       Net Assets ......................................................................                100.00%           $4,708,293
                                                                                                        ======            ==========



       (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 ..........................................................................           $  267,843
            Unrealized depreciation ..........................................................................             (147,465)
                                                                                                                         ----------

                            Net unrealized appreciation ......................................................           $  120,378
                                                                                                                         ==========

























See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENT OF ASSETS AND LIABILITIES

                                                            May 31, 2000


ASSETS
       Investments, at value (cost $3,994,151) .............................................................             $4,114,529
       Cash ................................................................................................                563,217
       Income receivable ...................................................................................                  6,327
       Receivable for fund shares sold .....................................................................                 29,791
       Due from advisor (note 2) ...........................................................................                 11,118
                                                                                                                         ----------

            Total assets ...................................................................................              4,724,982
                                                                                                                         ----------

LIABILITIES
       Accrued expenses ....................................................................................                 16,689
                                                                                                                         ----------

NET ASSETS .................................................................................................             $4,708,293
                                                                                                                         ==========

NET ASSETS CONSIST OF
       Paid-in capital .....................................................................................             $4,647,581
       Undistributed net investment income .................................................................                    219
       Accumulated net realized loss on investments ........................................................                (59,885)
       Net unrealized appreciation on investments ..........................................................                120,378
                                                                                                                         ----------
                                                                                                                         $4,708,293
                                                                                                                         ==========

INSTITUTIONAL CLASS
       Net asset value, redemption and maximum offering price per share
         ($2,710,312 / 273,814 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.90
                                                                                                                         ==========

INVESTOR CLASS
       Net asset value, redemption and offering price per share
         ($656,212 / 66,077 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.93
                                                                                                                         ==========
       Maximum offering price per share (100 / 95.50% of $9.93) ............................................                 $10.40
                                                                                                                         ==========

CLASS B
       Net asset value, redemption and maximum offering price per share
         ($1,168,374 / 117,131 shares : unlimited shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.97
                                                                                                                         ==========

CLASS C
       Net asset value,  redemption and maximum  offering price per share
         ($173,395 / 17,369 shares : unlimited  shares of $0.01 par value
          beneficial interest authorized) ..................................................................                 $ 9.98
                                                                                                                         ==========









See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                       STATEMENT OF OPERATIONS

                                                       Year ended May 31, 2000



INVESTMENT INCOME

       Income
            Interest .......................................................................................              $  21,539
            Dividends ......................................................................................                 35,889
                                                                                                                          ---------

                  Total income .............................................................................                 57,428
                                                                                                                          ---------

       Expenses
            Investment advisory fees (note 2) ..............................................................                 12,914
            Fund administration fees (note 2) ..............................................................                  3,499
            Distribution and service fees - Class B (note 3) ...............................................                  2,157
            Distribution and service fees - Class C (note 3) ...............................................                    180
            Distribution and service fees - Investor Class (note 3) ........................................                    712
            Custody fees ...................................................................................                  3,216
            Registration and filing administration fees (note 2) ...........................................                  2,190
            Fund accounting fees (note 2) ..................................................................                 45,000
            Audit fees .....................................................................................                 10,530
            Legal fees .....................................................................................                 10,027
            Securities pricing fees ........................................................................                  1,779
            Shareholder recordkeeping fees .................................................................                  8,950
            Other accounting fees (note 2) .................................................................                  1,399
            Shareholder servicing expenses .................................................................                  2,634
            Registration and filing expenses ...............................................................                  8,143
            Printing expenses ..............................................................................                  7,308
            Trustee fees and meeting expenses ..............................................................                  3,180
            Other operating expenses .......................................................................                  3,145
                                                                                                                          ---------

                  Total expenses ...........................................................................                126,963
                                                                                                                          ---------

                  Less:
                       Expense reimbursements (note 2) .....................................................               (110,174)
                       Investment advisory fees waived (note 2) ............................................                (12,914)
                       Fund administration fees waived (note 2) ............................................                   (132)
                       Other accounting fees waived (note 2) ...............................................                   (694)
                                                                                                                          ---------

                  Net expenses .............................................................................                  3,049
                                                                                                                          ---------

                       Net investment income ...............................................................                 54,379
                                                                                                                          ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized loss from investment transactions ......................................................                (58,004)
       Increase in unrealized appreciation on investments ..................................................                123,160
                                                                                                                          ---------

            Net realized and unrealized gain on investments ................................................                 65,156
                                                                                                                          ---------

                  Net increase in net assets resulting from operations .....................................              $ 119,535
                                                                                                                          =========

See accompanying notes to financial statements

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

                                                             WISDOM FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS

------------------------------------------------------------------------------------------------------------------------------------
                                                                                               Period ended          Period ended
                                                                                                  May 31,               May 31,
                                                                                                   2000                1999 (a)
------------------------------------------------------------------------------------------------------------------------------------

INCREASE IN NET ASSETS
         Operations
               Net investment income .....................................................      $   54,379            $    1,775
               Net realized loss from investment transactions ............................         (58,004)               (1,881)
               Increase (decrease) in unrealized appreciation on investments .............         123,160                (2,782)
                                                                                                ----------            ----------
                   Net increase (decrease) in net assets resulting from operations .......         119,535                (2,888)
                                                                                                ----------            ----------
         Distributions to shareholders from
               Net investment income - Institutional Class ...............................         (45,278)               (1,775)
               Net investment income - Investor Class ....................................          (5,847)                    0 (b)
               Net investment income - Class B ...........................................          (2,809)                    0
               Net investment income - Class C ...........................................            (226)                    0
                                                                                                ----------            ----------
                   Decrease in net assets resulting from distributions ...................         (54,160)               (1,775)
                                                                                                ----------            ----------
         Capital share transactions
               Increase in net assets resulting from capital share transactions (d) ......       4,144,606               502,975
                                                                                                ----------            ----------
                               Total increase in net assets ..............................       4,209,981               498,312
NET ASSETS
         Beginning of period .............................................................         498,312                     0
                                                                                                ----------            ----------
         End of period ...................................................................      $4,708,293            $  498,312
                                                                                                ==========            ==========
(d) A summary of capital share activity follows:
                                                    --------------------------------------------------------------------------------
                                                              Period ended                                Period ended
                                                              May 31, 2000                              May 31, 1999 (a)
                                                      Shares                Value                 Shares                Value
                                                    --------------------------------------------------------------------------------
--------------------------------------------------
               INSTITUTIONAL CLASS
--------------------------------------------------
Shares sold ......................................     218,824            $2,185,791                50,110            $  501,100
Shares issued for reinvestment of distributions ..       4,701                45,278                   179                 1,775
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     223,525            $2,231,069                50,289            $  502,875
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                 INVESTOR CLASS
--------------------------------------------------
Shares sold ......................................      87,208            $  839,421                    10            $      100
Shares issued for reinvestment of distributions ..         598                 5,846                     0                     0
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      66,067            $  644,543                    10            $      100
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS B (c)
--------------------------------------------------
Shares sold ......................................     117,050            $1,100,100                     0            $        0
Shares issued for reinvestment of distributions ..          81                   805                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     117,131            $1,100,905                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                   CLASS C (c)
--------------------------------------------------
Shares sold ......................................      17,347            $  167,863                     0            $        0
Shares issued for reinvestment of distributions ..          22                   226                     0                     0
Shares redeemed ..................................           0                     0                     0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................      17,369            $  168,089                     0            $        0
                                                    ==========            ==========            ==========            ==========
--------------------------------------------------
                  FUND SUMMARY
--------------------------------------------------
Shares sold ......................................     440,429            $4,293,175                50,120            $  501,200
Shares issued for reinvestment of distributions ..       5,402                52,155                   179                 1,775
Shares redeemed ..................................     (21,739)             (200,724)                    0                     0
                                                    ----------            ----------            ----------            ----------
         Net increase ............................     424,092            $4,144,606                50,299            $  502,975
                                                    ==========            ==========            ==========            ==========

(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.
(c) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.


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

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                             --------------------------------    -----------------------------------
                                                                    Institutional Class                    Investor Class
                                                             --------------------------------    -----------------------------------
                                                               Year ended       Period ended       Year ended       Period ended
                                                                 May 31,           May 31,           May 31,           May 31,
                                                                  2000             1999 (a)           2000             1999 (a)
                                                             --------------------------------    -----------------------------------

Net asset value, beginning of period .......................       $ 9.91           $ 10.00            $ 9.92            $10.00

       Income from investment operations
           Net investment income ...........................         0.18              0.04              0.12              0.02
           Net realized and unrealized (loss) gain
               on investments ..............................        (0.01)            (0.09)             0.01             (0.08)
                                                               ----------        ----------        ----------        ----------
               Total from investment operations ............         0.17             (0.05)             0.13             (0.06)
                                                               ----------        ----------        ----------        ----------
       Distributions to shareholders from
           Net investment income ...........................        (0.18)            (0.04)            (0.12)            (0.02)
                                                               ----------        ----------        ----------        ----------

Net asset value, end of period .............................     $   9.90            $ 9.91            $ 9.93            $ 9.92
                                                               ==========        ==========        ==========        ==========

Total return (b) ...........................................         1.64 %           (0.45)%            1.36 %           (0.58)%
                                                               ==========        ==========        ==========        ==========

Ratios/supplemental data
       Net assets, end of period ...........................   $2,710,312        $  498,213        $  656,212        $       99
                                                               ==========        ==========        ==========        ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...         5.05 %           23.94 % (c)        4.29 %           15.49 %(c)
           After expense reimbursements and waived fees ....         0.00 %            0.00 % (c)        0.25 %            0.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...        (2.87)%          (22.69)% (c)       (1.96)%          (14.68)%(c)
           After expense reimbursements and waived fees ....         2.18 %            1.26 % (c)        2.08 %            0.81 %(c)

       Portfolio turnover rate .............................        41.69 %            7.04 %           41.69 %            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>
<TABLE>
<S>   <C>  <C>  <C>                                                                        <C>                     <C>

                                                             WISDOM FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)


                                                                                          -----------------        -----------------
                                                                                               Class B                  Class C
                                                                                          -----------------        -----------------

                                                                                              Period ended           Period ended
                                                                                                 May 31,                May 31,
                                                                                                2000 (a)               2000 (a)
                                                                                          --------------------    ------------------

Net asset value, beginning of period ...............................................               $10.20                $10.20

       Income from investment operations
           Net investment income ...................................................                 0.04                  0.03
           Net realized and unrealized (loss) gain on investments ..................                (0.23)                (0.22)
                                                                                               ----------            ----------
               Total from investment operations ....................................                (0.19)                (0.19)
                                                                                               ----------            ----------
       Distributions to shareholders from
           Net investment income ...................................................                (0.04)                (0.03)
                                                                                               ----------            ----------

Net asset value, end of period .....................................................               $ 9.97                $ 9.98
                                                                                               ==========            ==========

Total return (b) ...................................................................                (1.85)%               (1.86)%
                                                                                               ==========            ==========

Ratios/supplemental data
       Net assets, end of period ...................................................           $1,168,374            $  173,395
                                                                                               ==========            ==========
       Ratio of expenses to average net assets
           Before expense reimbursements and waived fees ...........................                 4.09 %(c)             4.07 %(c)
           After expense reimbursements and waived fees ............................                 1.00 %(c)             1.00 %(c)
       Ratio of net investment (loss) income to average net assets
           Before expense reimbursements and waived fees ...........................                (1.78)%(c)            (1.77)%(c)
           After expense reimbursements and waived fees ............................                 1.31 %(c)             1.30 %(c)

       Portfolio turnover rate .....................................................                41.69 %               41.69 %



(a) For the period from November 16, 1999 (commencement of operations) to May 31, 2000.
(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, 2000



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The Wisdom Fund (the "Fund"),  an open-ended  investment  company, is a
         diversified  series  of  shares  of  beneficial  interest  of  the  New
         Providence  Investment Trust (the "Trust").  The Trust 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 Board of  Trustees of the
         Trust  approved on October 7, 1999 a plan to authorize  two new classes
         of shares  designated as Class B Shares and Class C Shares. On November
         16, 1999, the Class B Shares and Class C Shares became  effective.  The
         Fund has an unlimited  number of authorized  shares,  which are divided
         into four classes - Institutional Class Shares,  Investor Class Shares,
         Class B shares and Class C 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 not attributable
         to the Institutional  Class Shares),  and realized and unrealized gains
         or losses on  investments  are  allocated to each class of shares based
         upon its relative net assets. All 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, 2000



         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,  a maximum of 1.40% of the
         average daily net assets of the Fund's Investor Class, and a maximum of
         2.15% of the average daily net assets of the Fund's Class B and Class C
         Shares.  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 $12,914  ($0.05 per share) and
         reimbursed  $110,174 of the operating expenses incurred by the Fund for
         the year ended May 31, 2000.

         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. The Administrator voluntarily waived a portion of
         its fees amounting to $826 for the year ended May 31, 2000.

                                                                     (Continued)
<PAGE>

                                   WISDOM FUND

                          NOTES TO FINANCIAL STATEMENTS

                                  May 31, 2000



         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.

         Capital Investment Group, Inc. (the "Distributor") serves as the Fund's
         principal  underwriter  and  distributor.   Prior  to  July  14,  1999,
         Donaldson & Co.,  Inc.,  an  affiliate  of the  Advisor,  served as the
         principal  underwriter and  distributor.  The Distributor  receives any
         sales charges imposed on purchases of shares and re-allocates a portion
         of such charges to dealers  through whom the sale was made, if any. For
         the year ended March 31, 2000, the  Distributor  retained sales charges
         in the amount of $6,011.

         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,  Class
         B Shares,  and Class C 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 or 1.00%  per annum of the Class B Shares or Class C Shares  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,  Class B Shares
         and Class C Shares in the Fund or support  servicing of those  classes'
         shareholder  accounts.  The Fund incurred $2,157, $180 and $712, net of
         waived  fees,  in  distribution  and  service  fees under the Plan with
         respect to Class B Shares,  Class C Shares and Investor  Class  Shares,
         respectively, for the fiscal year ended May 31, 2000.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments,  other than short-term investments,
         aggregated $3,323,538 and $753,580,  respectively,  for the fiscal year
         ended May 31, 2000.

<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We have audited the  accompanying  statement of assets and liabilities of Wisdom
Fund,  including  the  portfolio of  investments,  as of May 31,  2000,  and the
related  statement of operations  for the period then ended,  the  statements of
changes in net assets for the periods ended May 31, 2000 and 1999, and 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 auditing standards generally accepted
in the  United  States of  America.  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,  2000,  by  correspondence  with the Fund's
custodian  and  brokers.   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 Wisdom
Fund as of May 31, 2000, the results of its  operations for the year ended,  and
the changes in its net assets and the financial  highlights  for the  respective
stated periods, in conformity with accounting  principles  generally accepted in
the United States of America.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP




Princeton, New Jersey
June 23, 2000
<PAGE>

                                   APPENDIX A


Description of Ratings

The Fund will  normally  be at least 90%  invested in  equities.  As a temporary
defensive position,  however, when the Adviser determines that market conditions
warrant  such  investments,  the Fund may  invest  up to 100% of its  assets  in
investment grade bonds, U.S. Government Securities,  repurchase  agreements,  or
money market instruments  ("Investment-Grade  Debt  Securities").  When the Fund
invests in Investment-Grade Debt Securities as a temporary defensive measure, it
is not pursuing its investment objective.  Under normal circumstances,  however,
the Fund may invest in money market  instruments as described in the Prospectus.
The various ratings used by the nationally recognized securities rating services
are described below.

A rating by a rating service  represents the service's  opinion as to the credit
quality of the security  being rated.  However,  the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer.  Consequently,  the Adviser  believes  that the quality of  fixed-income
securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis.  A rating is not a recommendation to purchase,  sell, or hold a
security because it does not take into account market value or suitability for a
particular  investor.  When a security  has received a rating from more than one
service,  each rating is evaluated  independently.  Ratings are based on current
information  furnished  by the issuer or  obtained by the rating  services  from
other sources that they consider reliable. Ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability  of such  information,  or
for other reasons.

Standard & Poor's  Ratings  Group.  The  following  summarizes  the highest four
ratings  used by  Standard & Poor's  Ratings  Group  ("S&P")  for bonds that are
deemed to be Investment-Grade Debt Securities by the Adviser:

         AAA - This is the highest rating  assigned by S&P to a debt  obligation
         and indicates an extremely strong capacity to pay interest and to repay
         principal.

         AA - Debt rated AA is considered to have a very strong  capacity to pay
         interest and to repay  principal  and differs from AAA issues only in a
         small degree.

         A - Debt rated A has a strong  capacity  to pay  interest  and to repay
         principal  although  it is  somewhat  more  susceptible  to the adverse
         effects of changes in circumstances  and economic  conditions than debt
         in higher-rated categories.

         BBB - Debt rated BBB is regarded as having an adequate  capacity to pay
         interest and to repay principal.  Whereas it normally exhibits adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and to repay  principal  for bonds in this  category  than for
         debt in higher rated categories.

To provide  more  detailed  indications  of credit  quality,  the AA, A, and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

Bonds  rated BB, B, CCC,  CC,  and C are not  considered  by the  Adviser  to be
Investment-Grade  Debt Securities and are regarded, on balance, as predominantly
speculative with respect to the issuer's  capacity to pay interest and principal
in accordance with the terms of the  obligation.  BB indicates the lowest degree
of  speculation  and C the highest degree of  speculation.  While such bonds may
have some quality and protective characteristics,  these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

Commercial  paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong.  Those issues  determined to possess  extremely strong
safety  characteristics  are  denoted  A-1+.  Capacity  for  timely  payment  on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.

The rating SP-1 is the highest  rating  assigned by S&P to  municipal  notes and
indicates  very strong or strong  capacity to pay principal and interest.  Those
issues determined to possess  overwhelming  safety  characteristics  are given a
plus (+) designation.

Moody's  Investors  Service,  Inc.  The  following  summarizes  the highest four
ratings used by Moody's Investors Service,  Inc., ("Moody's") for bonds that are
deemed to be Investment-Grade Debt Securities by the Adviser:

         Aaa - Bonds  that are rated Aaa are  judged to be of the best  quality.
         They carry the smallest  degree of  investment  risk and are  generally
         referred to as "gilt edge." Interest  payments are protected by a large
         or by an exceptionally  stable margin,  and principal is secure.  While
         the various protective  elements are likely to change,  such changes as
         can be visualized are most unlikely to impair the fundamentally  strong
         position of such issues.

         Aa - Bonds  that are rated Aa are  judged to be of high  quality by all
         standards. Together with the Aaa group they comprise what are generally
         known as  high-grade  bonds.  They are rated  lower than the best bonds
         because margins of protection may not be as large as in Aaa securities,
         or fluctuation of protective  elements may be of greater amplitude,  or
         there may be other  elements  present  which make the  long-term  risks
         appear somewhat larger than in Aaa securities.

         A - Debt that is rated A possesses many favorable investment attributes
         and is to be considered as an  upper-medium-grade  obligation.  Factors
         giving security to principal and interest are considered adequate,  but
         elements may be present  which suggest a  susceptibility  to impairment
         sometime in the future.

         Baa  -  Debt  which  is  rated  Baa  is  considered  as a  medium-grade
         obligation,  i.e., it is neither highly  protected nor poorly  secured.
         Interest  payments  and  principal  security  appear  adequate  for the
         present,  but  certain  protective  elements  may be  lacking or may be
         characteristically  unreliable over any great length of time. Such debt
         lacks  outstanding   investment   characteristics  and,  in  fact,  has
         speculative characteristics as well.

Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A, and Baa.  The  modifier 1  indicates  that the bond being  rated ranks in the
higher end of its generic rating category;  the modifier 2 indicates a mid-range
ranking,  and the  modifier 3 indicates  that the bond ranks in the lower end of
its generic rating category.

The  Adviser  does not  consider  bonds  that are rated Ba, B, Caa,  Ca, or C by
Moody's  Investment-Grade  Debt  Securities.  Bonds  rated Ba are judged to have
speculative  elements because their future cannot be considered as well assured.
Uncertainty of position characterizes bonds in this class because the protection
of interest  and  principal  payments  often may be very  moderate  and not well
safeguarded.

Bonds that are rated B generally lack characteristics of a desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the  security  over any long period for time may be small.  Bonds that are rated
Caa are of poor standing.  Such  securities  may be in default,  or there may be
present elements of danger with respect to principal or interest. Bonds that are
rated Ca represent  obligations  that are  speculative  in a high  degree.  Such
issues are often in default or have other marked  shortcomings.  Bonds which are
rated C are the lowest rated class of bonds, and issues so rated can be regarded
as  having  extremely  poor  prospects  of ever  attaining  any real  investment
standing.

The rating Prime-1 is the highest  commercial  paper rating assigned by Moody's.
Issuers rated Prime-1 (or related  supporting  institutions)  are  considered to
have a superior  capacity for  repayment of short-term  promissory  obligations.
Issuers rated Prime-2 (or related  supporting  institutions)  are  considered to
have a strong capacity for repayment of short-term promissory obligations.  This
will  normally be  evidenced  by many of the  characteristics  of issuers  rated
Prime-1 but to a lesser  degree.  Earnings'  trends and coverage  ratios,  while
sound, will be more subject to variation. Capitalization characteristics,  while
still appropriate,  may be more affected by external conditions. Ample alternate
liquidity is maintained.

The following summarizes the highest rating used by Moody's for short-term notes
and variable-rate, demand obligations:

         MIG-l;  VMIG-l - Obligations bearing these designations are of the best
         quality, enjoying strong protection by established cash flows, superior
         liquidity support, or demonstrated broad-based access to the market for
         refinancing.

Duff & Phelps  Credit  Rating Co. The  following  summarizes  the  highest  four
ratings  used by Duff & Phelps  Credit  Rating  Co.  ("D&P")  for bonds that are
deemed to be Investment-Grade Debt Securities by the Adviser:

         AAA - Bonds that are rated AAA are of the highest credit  quality.  The
         risk factors are considered to be negligible,  being only slightly more
         than for risk-free U.S. Treasury debt.

         AA - Bonds  that are rated AA are of high  credit  quality.  Protection
         factors are strong.  Risk is modest but may vary  slightly from time to
         time because of economic conditions.

         A - Bonds rated A have average but  adequate  protection  factors.  The
         risk  factors  are more  variable  and  greater in periods of  economic
         stress.

         BBB - Bonds  rated BBB have  below-average  protection  factors but are
         still   considered   sufficient  for  prudent   investment.   There  is
         considerable variability in risk during economic cycles.

Bonds  rated  BB,  B, and CCC by D&P are not  considered  Investment-Grade  Debt
Securities  and are regarded,  on balance,  as  predominantly  speculative  with
respect to the issuer's  ability to pay interest and to make principal  payments
in accordance with the terms of the obligations.  BB indicates the lowest degree
of speculation and CCC the highest degree of speculation.

The rating Duff l is the highest  rating  assigned by D&P for  short-term  debt,
including commercial paper. D&P employs three designations, Duff l+, Duff 1, and
Duff 1- within the highest rating category.  Duff l+ indicates highest certainty
of timely payment.  Short-term  liquidity,  including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S.  Treasury  short-term  obligations."  Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and  supported  by  good  fundamental   protection  factors.  Risk  factors  are
considered  to be minor.  Duff 1- indicates  high  certainty of timely  payment.
Liquidity  factors  are  strong and  supported  by good  fundamental  protection
factors. Risk factors are very small.

Fitch Investors Service,  Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc., ("Fitch") for bonds that are deemed to be
Investment-Grade Debt Securities by the Adviser:

         AAA - Bonds are  considered to be  investment  grade and of the highest
         credit quality.  The obligor has an exceptionally strong ability to pay
         interest  and to repay  principal,  which is unlikely to be affected by
         reasonably foreseeable events.

         AA - Bonds  are  considered  to be  investment  grade  and of very high
         credit  quality.  The  obligor's  ability to pay  interest and to repay
         principal is very  strong,  although not quite as strong as bonds rated
         AAA.  Because  bonds  rated  in the  AAA  and  AA  categories  are  not
         significantly vulnerable to foreseeable future developments, short-term
         debt of these issuers is generally rated F-1+.

         A - Bonds that are rated A are considered to be investment grade and of
         high credit quality. The obligor's ability to pay interest and to repay
         principal is  considered  to be strong,  but may be more  vulnerable to
         adverse  changes in economic  conditions and  circumstances  than bonds
         with higher ratings.

         BBB - Bonds  rated BBB are  considered  to be  investment  grade and of
         satisfactory credit quality.  The obligor's ability to pay interest and
         to repay  principal is  considered to be adequate.  Adverse  changes in
         economic conditions and circumstances, however, are more likely to have
         adverse impact on these bonds and,  therefore,  impair timely  payment.
         The  likelihood  that  the  ratings  of these  bonds  will  fall  below
         investment grade is higher than for bonds with higher ratings.

To provide  more  detailed  indications  of credit  quality,  the AA, A, and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category.

Bonds  rated BB, B, and CCC by Fitch are not  considered  Investment-Grade  Debt
Securities  and are regarded,  on balance,  as  predominantly  speculative  with
respect to the issuer's  ability to pay interest and to make principal  payments
in accordance with the terms of the obligations.  BB indicates the lowest degree
of speculation and CCC the highest degree of speculation.

The following  summarizes the three highest ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments, and commercial paper:

         F-1+ -  Instruments  assigned  this  rating are  regarded as having the
         strongest degree of assurance for timely payment.

         F-1 - Instruments  assigned this rating  reflect an assurance of timely
         payment only slightly less in degree than issues rated F-1+

         F-2 - Instruments  assigned this rating have a  satisfactory  degree of
         assurance for timely payment,  but the margin of safety is not as great
         as for issues assigned F-1+ and F-1 ratings.



<PAGE>

                                     PART C
                                     ======

                         NEW PROVIDENCE INVESTMENT TRUST

                                    FORM N-1A

                                OTHER INFORMATION

ITEM 23.  Exhibits
          --------

(a)      Declaration of Trust.^1

(b)      By-Laws.^1

(c)      Certificates  for shares not issued.  Articles V, VI, VIII, IX and X of
         the  Declaration  of Trust,  previously  filed as Exhibit  (1)  hereto,
         define the rights of shareholders.^1

(d)      Investment  Advisory  Agreement  between  the  Registrant  and  Atlanta
         Investment  Counsel,  L.L.C.,  as Advisor,  with  respect to the Wisdom
         Fund.^5

(e)      Distribution  Agreement  between the Registrant and Capital  Investment
         Group, Inc., as Distributor.^5

(f)      Not Applicable.

(g)      Custodian  Agreement  between the  Registrant  and First Union National
         Bank, as Custodian.^4

(h)(1)   Fund  Accounting and Compliance  Administration  Agreement  between the
         Registrant and The Nottingham Company, Inc., as Administrator.^4

(h)(2)   Dividend Disbursing and Transfer Agent Agreement between the Registrant
         and NC Shareholder Services, LLC, as Transfer Agent.^4

(h)(3)   Expense  Limitation   Agreement  between  the  Registrant  and  Atlanta
         Investment Counsel, L.L.C.

(i)(1)   Opinion and Consent of Dechert, Counsel,  regarding the legality of the
         securities  being  registered with respect to the  Institutional  Class
         Shares and Investor Class Shares of the Wisdom Fund.^4

(i)(2)   Opinion and Consent of Dechert, Counsel,  regarding the legality of the
         securities  being registered with respect to the Class B Shares and the
         Class C Shares of the Wisdom Fund.^6

(i)(3)   Consent of Dechert, Counsel, with respect to the Wisdom Fund.

(j)      Consent of Deloitte & Touche LLP, Independent Public Accountants,  with
         respect to the Wisdom Fund.

(k)      Not applicable.

(l)      Initial Capital Agreements.^2

(m)(1)   Plan of  Distribution  Pursuant  to Rule  12b-1  for  the  Wisdom  Fund
         Investor Class Shares.^5

(m)(2)   Plan of Distribution Pursuant to Rule 12b-1 for the Wisdom Fund Class B
         Shares.

(m)(3)   Plan of Distribution Pursuant to Rule 12b-1 for the Wisdom Fund Class C
         Shares.

(n)(1)   Plan Pursuant to Rule 18f-3.^5

(n)(2)   Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3.

(p)(1)   Code of Ethics for the New Providence Investment Trust.

(p)(2)   Code of Ethics for Atlanta Investment Counsel, L.L.C.

(q)      Copy of Power of Attorney.^2

-----------------------
1.       Incorporated herein by reference to Registrant's Registration Statement
         on Form N-1A filed July 16, 1997 (File No. 333-31359).

2.       Incorporated herein by reference to Registrant's Registration Statement
         on Form N-1A  Pre-Effective  Amendment  No. 1 filed  September 25, 1997
         (File No. 333-31359).

3.       Incorporated herein by reference to Registrant's Registration Statement
         on Form N-1A  Post-Effective  Amendment No. 1 filed  September 29, 1998
         (File No. 333-31359).

4.       Incorporated herein by reference to Registrant's Registration Statement
         on Form N-1A  Post-Effective  Amendment  No. 2 filed  October  22, 1998
         (File No. 333-31359).

5.       Incorporated herein by reference to Registrant's Registration Statement
         on Form N-1A Post-Effective  Amendment No. 6 filed August 2, 1999 (File
         No. 333-31359).

6.       Incorporated herein by reference to Registrant's Registration Statement
         on Form N-1A  Post-Effective  Amendment  No. 7 filed  September 9, 1999
         (File No. 333-31359).



ITEM 24.  Persons Controlled by or Under Common Control with the Registrant
          -----------------------------------------------------------------

         No person is controlled by or under common control with the Registrant.


ITEM 25.  Indemnification
          ---------------

         The  Declaration  of  Trust  and  Bylaws  of  the  Registrant   contain
provisions covering  indemnification of the officers and trustees. The following
are summaries of the applicable provisions.

         The Registrant's Declaration of Trust provides that every person who is
or has been a trustee,  officer,  employee or agent of the  Registrant and every
person who serves at the  trustees'  request as director,  officer,  employee or
agent of another enterprise will be indemnified by the Registrant to the fullest
extent  permitted  by law against  all  liabilities  and  against  all  expenses
reasonably  incurred or paid by him in connection with any debt, claim,  action,
demand, suit, proceeding,  judgment, decree, liability or obligation of any kind
in which he becomes  involved as a party or otherwise or is threatened by virtue
of his  being  or  having  been a  trustee,  officer,  employee  or agent of the
Registrant or of another enterprise at the request of the Registrant and against
amounts paid or incurred by him in the compromise or settlement thereof.

         No  indemnification  will be  provided  to a trustee  or  officer:  (i)
against any liability to the Registrant or its shareholders by reason of willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office ("disabling  conduct");  (ii) with respect
to any  matter  as to which he shall,  by the  court or other  body by or before
which the proceeding was brought or engaged, have been finally adjudicated to be
liable  by  reason  of  disabling  conduct;  (iii)  in the  absence  of a  final
adjudication  on the  merits  that such  trustee  or  officer  did not engage in
disabling conduct, unless a reasonable determination, based upon a review of the
facts that the person to be indemnified is not liable by reason of such conduct,
is made by vote of a  majority  of a  quorum  of the  trustees  who are  neither
interested  persons  nor parties to the  proceedings,  or by  independent  legal
counsel, in a written opinion.

         The  rights of  indemnification  may be  insured  against  by  policies
maintained  by the  Registrant,  will be  severable,  will not  affect any other
rights to which any trustee,  officer, employee or agent may now or hereafter be
entitled,  will  continue  as to a person  who has  ceased  to be such  trustee,
officer,  employee,  or  agent  and  will  inure to the  benefit  of the  heirs,
executors and administrators of such a person; provided, however, that no person
may satisfy any right of indemnity or  reimbursement  except out of the property
of the  Registrant,  and no other  person will be  personally  liable to provide
indemnity  or  reimbursement  (except an  insurer or surety or person  otherwise
bound by contract).

         Article XIV of the  Registrant's  Bylaws  provides that the  Registrant
will  indemnify  each  trustee  and  officer  to the full  extent  permitted  by
applicable  federal,  state and local  statutes,  rules and  regulations and the
Declaration of Trust, as amended from time to time. With respect to a proceeding
against a trustee or officer brought by or on behalf of the Registrant to obtain
a judgment or decree in its favor,  the  Registrant  will provide the officer or
trustee with the same  indemnification,  after the same determination,  as it is
required to provide with respect to a proceeding  not brought by or on behalf of
the Registrant.

         This  indemnification  will be provided with respect to an action, suit
proceeding  arising from an act or omission or alleged act or omission,  whether
occurring  before or after  the  adoption  of  Article  XIV of the  Registrant's
Bylaws.


ITEM 26.  Business and other Connections of the Investment Advisor
          --------------------------------------------------------

         See  the  Statement  of   Additional   Information   section   entitled
"Management and Other Service Providers" for Trust and the Investment  Advisors'
Form ADV filed with the Commission,  which is hereby  incorporated by reference,
for the  activities  and  affiliations  of the  officers  and  directors  of the
Investment Advisors of the Registrant.  Except as so provided,  to the knowledge
of  Registrant,  none of the directors or executive  officers of the  Investment
Advisors are or has been at any time during the past two fiscal years engaged in
any other business, profession,  vocation or employment of a substantial nature.
The  Investment  Advisors  currently  serve as  investment  advisors to numerous
institutional and individual clients.


ITEM 27.  Principal Underwriter
          ---------------------

(a)      Capital  Investment  Group, Inc. is underwriter and distributor for The
         Chesapeake  Aggressive  Growth Fund,  The  Chesapeake  Growth Fund, The
         Chesapeake Core Growth Fund, Capital Value Fund, EARNEST Partners Fixed
         Income  Trust,  The Brown  Capital  Management  Equity Fund,  The Brown
         Capital  Management  Balanced Fund, The Brown Capital  Management Small
         Company Fund, The Brown Capital Management  International  Equity Fund,
         WST Growth Fund,  Blue Ridge Total Return Fund,  SCM  Strategic  Growth
         Fund, de Leon Internet 100 Fund, and the Wisdom Fund.

(b)
                               POSITION(S) AND              POSITION(S) AND
NAME AND PRINCIPAL             OFFICE(S) WITH CAPITAL       OFFICE(S)
BUSINESS ADDRESS               INVESTMENT GROUP, INC.       WITH REGISTRANT
================               ======================       ===============

Richard K. Bryant              President                    None
17 Glenwood Avenue
Raleigh, N.C. 27622


E.O. Edgerton, Jr.             Vice President               None
17 Glenwood Avenue
Raleigh, N.C.  27622

Delia Zimmerman                Secretary                    None
17 Glenwood Avenue
Raleigh, N.C.  27622

Con T. McDonald                Assistant Vice-President     None
17 Glenwood Avenue
Raleigh, N.C.  27622

W. Harold Eddins, Jr.          Assistant Vice-President     None
17 Glenwood Avenue
Raleigh, N.C.  27622

Richard S. Battle              Assistant Vice-President     None
17 Glenwood Avenue
Raleigh, N.C.  27622


(c)      Not applicable


ITEM 28.  Location of Accounts and Records
          --------------------------------

         All account books and records not normally held by First Union National
Bank,  the  Custodian  to the  Registrant,  are held by the  Registrant,  in the
offices of The Nottingham  Company,  Inc., Fund Accountant and  Administrator to
the Registrant;  NC Shareholder Services, LLC, Transfer Agent to the Registrant;
or by Atlanta Investment Counsel, L.L.C., Advisor to the Wisdom Fund.

         The address of The  Nottingham  Company,  Inc. is 105 North  Washington
Street, Post Office Box 69, Rocky Mount, North Carolina 27802-0069.  The address
of NC Shareholder Services,  LLC is 107 North Washington Street, Post Office Box
4365, Rocky Mount, North Carolina 27803-0365.  The address of Atlanta Investment
Counsel, L.L.C. is 2771 Carmon-on-Wesley, NW, Suite 100, Atlanta, Georgia 30327.
The address of First Union  National Bank is 123 S. Broad  Street,  Philadelphia
Pennsylvania 19109.


ITEM 29.  Management Services
          -------------------

         Not Applicable.


ITEM 30.  Undertakings
          ------------

         None.
<PAGE>


                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Act of  1933,  as  amended
("Securities  Act"),  and the  Investment  Company Act of 1940, as amended,  the
Registrant  certifies that it meets all of the requirements for effectiveness of
this  registration  statement under Rule 485(b) under the Securities Act and has
duly caused this Post-Effective Amendment No. 9 to its Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Rocky Mount, and State of North Carolina on this 29th day of September, 2000.


NEW PROVIDENCE INVESTMENT TRUST


By:    /s/ C. Frank Watson, III
    _______________________________
      C. Frank Watson, III
      Secretary


Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Post-Effective  Amendment  No. 9 to the  Registration  Statement has been signed
below by the following persons in the capacities and on the date indicated.

            Signature                     Title                   Date
            ---------                     -----                   ----


                *                        Trustee           September 29, 2000
_________________________________
Jack E. Brinson



 /s/ Julian G. Winters                  Treasurer          September 29, 2000
__________________________________
Julian G. Winters


* By:  /s/ C. Frank Watson, III             Dated:  September 29, 2000
     ____________________________
      C. Frank Watson, III
      Attorney-in-Fact





<PAGE>


                                INDEX TO EXHIBITS

                      (FOR POST-EFFECTIVE AMENDMENT NO. 9)
                      ------------------------------------


EXHIBIT NO.
UNDER PART C
OF FORM N-1A               NAME OF EXHIBIT
------------        -------------------------------

   (h)(3)       Expense Limitation Agreement

   (i)(3)       Consent of Dechert, Counsel

    (j)         Consent of Deloitte & Touche LLP, Independent Public Accountants

   (m)(2)       Plan of Distribution Pursuant to Rule 12b-1 for  the Wisdom Fund
                Class B Shares

   (m)(3)       Plan of Distribution Pursuant to Rule 12b-1 for  the Wisdom Fund
                Class C Shares

   (n)(2)       Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3.

   (p)(1)       Code of Ethics for the New Providence Investment Trust

   (p)(2)       Code of Ethics for Atlanta Investment Counsel, L.L.C.






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