ALBEMARLE INVESTMENT TRUST/
N-30D, 1996-11-06
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              ----------------------------------------------------
                               THE NORTH CAROLINA
                               TAX FREE BOND FUND
              ----------------------------------------------------

                   a series of the Albemarle Investment Trust



                               ANNUAL REPORT 1996


                          FOR THE YEAR ENDED AUGUST 31


                               INVESTMENT ADVISOR
                             Boys, Arnold & Company
                            Post Office Drawer 5255
                            1272 Hendersonville Road
                      Asheville, North Carolina 28813-5255
                                 1-800-286-8038

                     THE NORTH CAROLINA TAX FREE BOND FUND
                          105 North Washington Street
                             Post Office Drawer 69
                     Rocky Mount, North Carolina 27802-0069
                                 1-800-525-3863


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

BOYS, ARNOLD & COMPANY INVESTMENT COUNSEL LOGO HERE

September 26, 1996

Dear Shareholder:

We are pleased to report that your Fund has performed very well again
this year. During the Fund's fiscal year ended August 31, 1996, the
municipal bond market fluctuated dramatically but ended the period
with positive returns. Long term interest rates declined early in the
period, rebounded to new highs and ended the year slightly lower than
where they started. Municipal bond prices were less affected by
interest rate changes than taxable bonds due to the very limited supply
of new municipal issues and strong demand.

During the year we focused on increasing the Fund's overall quality by
purchasing mostly AAA-rated issues (many of which are credit enhanced
with bond insurance). Our strategy has been to lengthen the average
maturity of the portfolio during periods when interest rates were
higher and invest in shorter term bonds when interest rates were at
low levels. We have emphasized purchasing higher coupon bonds which
tend to have more price stability and, consequently, are generally
more conservative.

The Fund had a total return of +4.3% (which includes both income and
price change) after all expenses for the fiscal year ended August 31,
1996. For the same period, the return for the Lehman Municipal Bond
Index was +5.3%. During the year, the Fund maintained a shorter
average maturity portfolio as well as higher overall quality than
the Index. The net asset value per share at year-end was $10.32 and
income paid during the year totaled $.48 per share. In addition to
the positive performance, several noteworthy things occurred this
past year.

In February, Morningstar, Inc. granted the Fund a 4 Star Rating for
the Fund's first three years of operations ended January 31, 1996.
Morningstar uses a risk-adjusted rating system that is expressed on
a scale of 1 to 5 Stars and is an indication of how well a fund has
balanced its risk and return in the past. The 4 Star rating indicates
that the Fund produced above average returns in relation to the risk it
incurred.* Morningstar evaluated 975 municipal bond funds, and of those,
fewer than one third received a 4 Star or better rating.

Starting this month, the Fund began investing overnight cash balances
in a North Carolina tax-free money market fund as a means of providing
shareholders with 100% tax-free income (with the exception of the
alternate minimum tax) to residents of North Carolina. In the past
we have not had access to North Carolina municipal money market funds
and, therefore, have used taxable overnight re-purchase obligations as
the means for investing such balances. We believe that shareholders
will find this new capability a significant enhancement. In calendar
1997 shareholders should be able to report virtually all income
from the Fund as tax-free income.
<PAGE>

The Nottingham Company, the Fund's Administrator, recently introduced
their Shareholder Hotline (1-800-773-3863) which provides toll-free
access to your personal account information and enables you to request
information on the Fund. This new enhancement provides you with the
capability to monitor the Fund and your account.

The objectives of the Fund remain to provide current income exempt
from federal and North Carolina income taxes, to preserve capital,
and to protect the portfolio against the effects of inflation.
Our continuing strategy is to maintain an intermediate average
maturity portfolio of high quality North Carolina municipal bonds.
We believe this will capture the majority of the income of longer
term bonds, but with less risk to principal.

Municipal bonds offer one of the few alternatives available for
investors to earn tax-free income. As always, we encourage investors
to maintain a long term perspective with their investment in the
Fund and to consider establishing or continuing a plan of regular
investment. Your fund, which has no sales charges or loads is an
efficient way to invest in a diversified portfolio of high quality
North Carolina tax-free bonds.

In addition to the direct purchase of the Fund through The
Nottingham Company, the Fund's Administrator, shareholders can
purchase and hold their shares through Wachovia Brokerage and
Charles Schwab & Co.

We appreciate your continued trust and support, and we welcome
your questions and comments. Please feel free to visit us if you
are in the Asheville area.


Respectfully,

/s/ John B. Kuhns        /s/ Jon L. Vannice
- --------------------     -------------------
John B. Kuhns            Jon L. Vannice


*Morningstar proprietary ratings reflect historical risk-adjusted
performance. Subject to change monthly, ratings are calculated
from a fund's 3, 5 and 10 year results (if available) in excess
of the 90 day Treasury Bill returns with appropriate fee adjustments,
and a risk factor that reflects fund performance below 90 day
T-Bill returns. 10% of the funds in an investment category receive
5 stars and 22.5% receive 4 stars. Past performance is no guarantee
of future results. During the period covered by the rating, the
Fund's Advisor and Administrator waived all or a portion of their
fees and reimbursed a portion of the Fund's expense, which increased
the total return and yield of the Fund.

<PAGE>
                        THE NORTH CAROLINA TAX FREE BOND FUND

                              PORTFOLIO OF INVESTMENTS

                                 August 31, 1996


<TABLE>
<CAPTION>
                                                           Principal       Interest       Maturity        Value
                                                            Amount           Rate           Date        (note 1)
                                                           ---------       --------       --------      --------
<S>  <C>
MUNICIPAL OBLIGATIONS - 96.85%

   Appalachian State University, North
      Carolina Utility System Revenue                        $150,000        5.90%        05-15-08      $157,673
   Buncombe County, North Carolina
      Public Improvement General Obligation                   100,000        5.80%        02-01-09       103,327
   Buncombe County, North Carolina
      Solid Waste System Special Obligation Revenue           200,000        5.60%        03-01-11       201,573
   Cary, North Carolina
      General Obligation                                      100,000        5.50%        02-01-04       103,654
   Catawba County, North Carolina
      Hospital Revenue                                        100,000        6.20%        10-01-09       106,136
   Charlotte-Mecklenburg Hospital
      Authorized North Carolina Health Care
            System Revenue                                    100,000        5.75%        01-01-12        99,488
   Charlotte, North Carolina Series A
      General Obligation                                      100,000        5.25%        07-01-03       102,824
   Charlotte, North Carolina Water &
      Sewer General Obligation                                100,000        5.70%        02-01-06       105,024
   Charlotte, North Carolina Law Enforcement
      Facilities Project Series A Certificate
      of Participation                                        100,000        6.10%        12-01-15       101,596
   Cleveland County, North Carolina
      General Obligation                                      100,000        5.10%        06-01-03       101,751
   Concord, North Carolina Utilities
      System Revenue                                          100,000        5.75%        12-01-17        99,176
   Concord, North Carolina Utilities
      System Revenue                                          125,000        5.50%        12-01-14       122,392
   Dare County, North Carolina Utilities
      System Revenue                                          100,000        5.75%        06-01-14       100,357
   Durham, North Carolina Public Improvement
      General Obligation                                      100,000        5.10%        02-01-07        99,874
   Durham, North Carolina
      General Obligation Revenue                              100,000        5.80%        02-01-12       102,750
   Fayetteville, North Carolina Public
      Works Commission Revenue                                100,000        4.80%        03-01-07        96,967
   Fayetteville, North Carolina Public
      Works Commission Revenue                                150,000        5.13%        03-01-10       145,396
   Forsyth County, North Carolina
      General Obligation                                      200,000        4.75%        02-01-13       182,367
   Gaston, North Carolina
      General Obligation                                      175,000        5.70%        03-01-11       177,961
   Gastonia, North Carolina Combined
      Utilities System Revenue                                 90,000        5.70%        05-01-06        94,188
   Gastonia, North Carolina Police Station
      Project Certificate Participation                       100,000        5.70%        08-01-15        98,741

<PAGE>

(Continued)
                     THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                August 31, 1996
<CAPTION>
                                                           Principal       Interest       Maturity        Value
                                                            Amount           Rate           Date        (note 1)
                                                           ---------       --------       --------      --------
<S> <C>
MUNICIPAL OBLIGATIONS (Continued)

   Greensboro, North Carolina
      General Obligation Unlimited                           $200,000        5.00%        03-01-12      $188,152
   Greensboro, North Carolina Public Improvement
      Series A General Obligation                             100,000        5.80%        04-01-07       104,890
   Greenville, North Carolina Combined
      Enterprise System Revenue                               100,000        6.00%        09-01-10       102,891
   Hickory, North Carolina
      General Obligation                                      100,000        6.50%        05-01-10       107,199
   High Point, North Carolina
      General Obligation Revenue                              100,000        5.60%        03-01-13        99,120
   High Point, North Carolina
      General Obligation                                      200,000        5.00%        03-01-15       182,837
   Mecklenburg County, North Carolina
      Public Improvement General Obligation                   150,000        5.40%        04-01-04       155,424
   Mecklenburg County, North Carolina
      Public Improvement General Obligation                   200,000        5.50%        04-01-11       200,422
   Morganton, North Carolina Water
      & Sewer General Obligation Revenue                      100,000        5.70%        06-01-14       100,033
   North Carolina Central University
      Housing System Revenue                                  200,000        5.80%        11-01-17       199,722
   North Carolina Housing Finance Agency
      Multifamily Series A Revenue                            100,000        5.80%        07-01-13       101,620
   North Carolina Medical Care Commission
      Memorial Mission Hospital Project Revenue               100,000        6.00%        10-01-12       103,016
   North Carolina Medical Care Commission
      Carolina Medicorp Project Revenue                       200,000        5.50%        05-01-15       191,226
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                     100,000        6.00%        01-01-09       106,116
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                     100,000        5.75%        01-01-15        99,972
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                     100,000        6.00%        01-01-15        98,070
   North Carolina State Clean Water
      Series A General Obligation                             100,000        5.20%        06-01-10        97,913
   North Carolina State Clean Water
      Series A General Obligation                             100,000        5.80%        06-01-16       100,965
   Onslow County, North Carolina
      General Obligation                                      100,000        5.70%        03-01-13       100,673
   Pitt County, North Carolina
      General Obligation                                      100,000        6.10%        06-01-08       105,837
   Pitt County, North Carolina Memorial
      Hospital Revenue                                        100,000        5.50%        12-01-15        95,255
   Raleigh, North Carolina
      General Obligation                                      100,000        6.50%        03-01-08        108,624



(Continued)
<PAGE>
                     THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                August 31, 1996
<CAPTION>

                                                           Principal       Interest       Maturity        Value
                                                             Amount           Rate           Date        (note 1)
                                                           ---------       --------       --------       --------
<S> <C>
MUNICIPAL OBLIGATIONS (Continued)

   Raleigh, North Carolina
      General Obligation Unlimited                           $200,000        5.25%        06-01-12      $194,060
   Rowan County, North Carolina
      General Obligation                                      150,000        5.60%        05-01-10       151,854
   Salisbury, North Carolina Water & Sewer
      General Obligation                                      100,000        5.30%        05-01-11        96,958
   Union County, North Carolina
      Enterprise System Revenue                               100,000        5.35%        06-01-09        99,830
   Union County, North Carolina
      Series A General Obligation                             100,000        5.20%        06-01-12        95,971
   Wake County, North Carolina Industrial
      Facilities & Pollution Control Financing
      Authority Revenue                                       100,000        6.90%        04-01-09       108,191
   Wilmington, North Carolina Water
      General Obligation Revenue                              100,000        5.60%        06-01-11        99,811
   Winston-Salem, North Carolina
      General Obligation                                      100,000        5.50%        06-01-12        99,065
                                                                                                       ----------
   Total Municipal Obligations (Cost $6,142,439)                                                       6,198,932
                                                                                                       ----------
REPURCHASE AGREEMENT (a) - 1.69%
      Wachovia Bank                                           108,005        5.28%        09-03-96       108,005
                                                                                                       ----------
      (Cost $108,005)


Total Value of Investments (Cost $6,250,444 (b))                                          98.54%       6,306,937
Other Assets In Excess of Liabilities                                                      1.46%          93,570
                                                                                         ---------    -----------
   Net Assets                                                                            100.00%      $6,400,507
                                                                                         ========     ==========
</TABLE>

   (a) The repurchase agreement is fully collateralized by U. S. government
       and/or agency obligations based on market prices at the date of the
       portfolio.  The investment in the repurchase agreement is through
       participation in a joint account with other Nottingham funds.

   (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                      $108,476
      Unrealized depreciation                       (51,983)
                                                   ----------
                 Net unrealized appreciation        $56,493
                                                   ==========

See accompanying notes to financial statements

<PAGE>



                     THE NORTH CAROLINA TAX FREE BOND FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                                August 31, 1996

<TABLE>
<S> <C>
ASSETS
   Investments, at value (cost $6,250,444)                                 $6,306,937
   Interest receivable                                                        104,985
   Due from advisor (note 2)                                                       83
                                                                           ----------
      Total assets                                                          6,412,005
                                                                           ==========
LIABILITIES
   Accrued expenses                                                             3,207
   Disbursements in excess of cash on demand deposit                            8,291
                                                                            ----------
      Total liabilities                                                        11,498
                                                                            ----------
NET ASSETS
   (Applicable to 619,911 shares outstanding; unlimited
   shares of no par value beneficial interest authorized)                  $6,400,507
                                                                           ==========
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE
   ($6,400,507 (divided by) 619,911 shares)                                    $10.32
                                                                            =========

NET ASSETS CONSIST OF
   Paid-in capital                                                         $6,437,765
   Undistributed net realized loss on investments                             (93,751)
   Net unrealized appreciation on investments                                  56,493
                                                                           ----------
                                                                           $6,400,507
                                                                           ==========
</TABLE>

See accompanying notes to financial statements




<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                            STATEMENT OF OPERATIONS

                           Year ended August 31, 1996

<TABLE>
<S> <C>
INVESTMENT INCOME

   Income
      Interest                                                         $284,126
                                                                      ----------
   Expenses
      Fund accounting fees (note 2)                                      21,000
      Investment advisory fees (note 2)                                  18,238
      Professional fees                                                  17,594
      Shareholder servicing fees (note 3)                                13,027
      Fund administration fees (note 2)                                   7,816
      Minimum operating fees (note 2)                                     5,667
      Custody fees                                                        5,628
      Securities pricing fees                                             4,070
      Shareholder recordkeeping fees                                      1,333
      Registration and filing administration fees                           184
      Trustee fees and meeting expenses                                   6,360
      Other operating expenses                                            5,470
      Shareholder servicing expenses                                      5,118
      Registration and filing expenses                                    2,652
      Printing expenses                                                   2,572
                                                                      ----------

         Total expenses                                                 116,729
                                                                      ----------

         Less:
            Expense reimbursements (note 2)                             (27,692)
            Investment advisory fees waived (note 2)                    (18,238)
            Fund administration fees waived (note 2)                     (7,816)
            Minimum operating fees waived (note 2)                       (5,667)
            Shareholder servicing fees waived (note 3)                  (13,027)
                                                                      ----------

            Total waived fees                                           (72,440)
                                                                      ----------

         Net expenses                                                    44,289
                                                                      ----------

            Net investment income                                       239,837
                                                                      ----------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS

   Net realized gain from investment transactions                         8,543
   Decrease in unrealized appreciation on investments                   (64,001)
                                                                      ----------

      Net realized and unrealized loss on investments                   (55,458)
                                                                      ----------

         Net increase in net assets resulting from operations          $184,379
                                                                       =========

See accompanying notes to financial statements
</TABLE>

<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


                                                                      Year ended        Year ended
                                                                      August 31,        August 31,
                                                                         1996              1995
                                                                     ------------       ----------
<S> <C>
INCREASE IN NET ASSETS

  Operations
     Net investment income                                                $239,837          $134,527
     Net realized gain (loss) from investment transactions                   8,543           (83,088)
     Increase (decrease) in unrealized appreciation on investments         (64,001)          161,103
                                                                         ----------         ---------
        Net increase in net assets resulting from operations               184,379           212,542
                                                                         ----------         ---------

  Distributions to shareholders from
     Net investment income                                                (241,358)         (133,006)
                                                                         ----------         ---------

  Capital share transactions
     Increase in net assets resulting from capital share transaction     2,274,337           174,560
                                                                         ----------         ---------

           Total increase in net assets                                  2,217,358           254,096

NET ASSETS

  Beginning of period                                                    4,183,149         3,929,053
                                                                         ----------         ---------

  End of period (including undistributed net investment income          $6,400,507        $4,183,149
           of $0 in 1996 and $1,521 in 1995)                            ==========       ===========


</TABLE>

(a) A summary of capital share activity follows:

<TABLE>
<CAPTION>
                                   Year ended                                   Year ended
                                 August 31, 1996                              August 31, 1995
                               Shares      Value                           Shares        Value
                               ------      -----                           ------        -----
<S> <C>
Shares sold                    273,835   $2,873,661                        262,514     $2,637,430
Shares issued for reinvestment
  of distributions              19,626      204,428                         10,102        101,474
                               --------   ---------                        --------    -----------
                               293,461   3,078,089                         272,616      2,738,904

Shares redeemed                (77,223)   (803,752)                       (261,060)    (2,564,344)
                               --------   ---------                        --------    -----------

  Net increase                 216,238   $2,274,337                         11,556       $174,560
                              =========  ==========                         ========   ===========
</TABLE>

See accompanying notes to financial statements



<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                              FINANCIAL HIGHLIGHTS

                (For a Share Outstanding Throughout the Period)
<TABLE>
<CAPTION>
                                                                                                               For the
                                                                                                             period from
                                                                                                           January 13, 1993
                                                                                                            (commencement
                                                      Year ended         Year ended     Year ended        of operations) to
                                                      August 31,          August 31,     August 31,           August 31,
                                                          1996              1995           1994                 1993
                                                      -----------        ----------     -----------       ------------------
<S> <C>
Net asset value, beginning of period                    $10.36             $10.02         $10.40               $10.00

  Income from investment operations
    Net investment income                                 0.48               0.45           0.42                 0.24
    Net realized and unrealized loss on investment       (0.04)              0.34          (0.38)                0.40
                                                        -------            --------       -------               -----
       Total from investment operations                   0.44               0.79           0.04                 0.64
                                                        -------            --------       -------               -----

  Distributions to shareholders from
    Net investment income                                (0.48)             (0.45)         (0.42)               (0.24)
                                                        -------            --------       -------               ------

Net asset value, end of period                          $10.32             $10.36         $10.02               $10.40
                                                        =======            ========       =======              =======
Total return                                              4.33%              8.16%          0.38%             10.43%(a)
                                                        =======            ========       =======             =========

Ratios/supplemental data

  Net assets, end of period                           $6,400,507         $4,183,149     $3,929,053          $2,423,995
                                                       =========          =========      =========           =========
  Ratio of expenses to average net assets
    Before expense reimbursements and waived fees         2.24%              2.76%          3.26%              3.50%(a)
    After expense reimbursements and waived fees          0.85%              0.85%          0.84%              0.77%(a)

  Ratio of net investment income to average net assets
    Before expense reimbursements and waived fees         3.21%              2.65%          1.67%              1.25%(a)
    After expense reimbursements and waived fees          4.60%              4.56%          4.09%              3.98%(a)

  Portfolio turnover rate                                 9.96%             83.12%         22.82%              0.00%(a)



(a) Annualized.
</TABLE>

See accompanying notes to financial statements


<PAGE>
                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1996



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         The North Carolina Tax Free Bond Fund (the "Fund") is a non-diversified
         series of shares of beneficial interest of the Albemarle Investment
         Trust (the "Trust"). The Trust is an open-end investment company which
         was organized in 1992 as a Massachusetts Business Trust and is
         registered under the Investment Company Act of 1940. The Fund began
         operations on January 13, 1993. The investment objective is to provide
         current income exempt from Federal income taxes and from the personal
         income taxes of North Carolina, to preserve capital, and to protect the
         value of the portfolio against the effects of inflation. The following
         is a summary of significant accounting policies followed by the Fund.

         A.       Security Valuation - The Fund's investments in securities are
                  carried at value. Securities listed on an exchange or quoted
                  on a national market system are valued at the last sales price
                  on the day of valuation. Other securities are valued at the
                  most recent bid price. Securities for which market quotations
                  are not readily available are valued by an independent pricing
                  service which takes into consideration institutional bid and
                  last sale prices, securities prices, yields, maturities, call
                  features, ratings and institutional trading in similar groups
                  of securities; or if not available from the pricing service,
                  the value of a security is determined following procedures
                  approved by the Board of Trustees. Short-term investments are
                  valued at cost which approximates value.

                  The Fund invests in debt instruments of municipal issuers
                  within the state of North Carolina. The issuers' abilities to
                  meet their obligations may be affected by economic
                  developments in the state of North Carolina.

         B.       Federal Income Taxes - No provision has been made for federal
                  income taxes since 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 realized gains (losses) may differ for financial
                  statements and tax purposes primarily because of losses
                  incurred subsequent to October 31, which are deferred for tax
                  purposes.

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

         D.       Distributions to Shareholders - Distributions to shareholders
                  are recorded on the ex-dividend date. The Fund generally
                  declares dividends daily, payable monthly on a date selected
                  by the Fund's Trustees. In addition, distributions may be made
                  annually in December out of net realized gains through October
                  31 of that year. The Fund may make a supplemental distribution
                  subsequent to the end of its fiscal year ending August 31. For
                  the year ended August 31, 1996, 97% of the distributions paid
                  from net investment income qualify as tax-exempt dividends to
                  non-corporate shareholders.

                  The Fund has capital loss carryforwards for federal income tax
                  purposes of $69,382 which expire in the year 2003. It is the
                  intention of the Board of Trustees of the Trust not to
                  distribute any realized gains until the carryforwards have
                  been offset or expire.


                                                                   (Continued)

<PAGE>


                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1996



                  Of the $241,358 of distributions to shareholders ($0.48 per
                  share) during the fiscal year ended August 31, 1996, the Fund
                  has determined that $234,117 ($0.47 per share) qualify as
                  exempt-interest dividends for federal income tax purposes.
                  Shareholders are advised to consult with their professional
                  tax advisor regarding the state income tax implications of
                  these distributions.

         E.       Use of Estimates - The preparation of financial statements in
                  conformity with GAAP 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.

         F.       Repurchase Agreements - The Fund may acquire U. S. Government
                  Securities or corporate debt securities subject to repurchase
                  agreements. A repurchase agreement transaction occurs when
                  the Fund acquires a security and simultaneously resells it to
                  the vendor (normally a member bank of the Federal Reserve or a
                  registered Government Securities dealer) for delivery on an
                  agreed upon future date. The repurchase price exceeds the
                  purchase price by an amount which reflects an agreed upon
                  market interest rate earned by the Fund effective for the
                  period of time during which the repurchase agreement is in
                  effect. Delivery pursuant to the resale typically will occur
                  within one to five days of the purchase. The Fund will not
                  enter into a repurchase agreement which will cause more than
                  10% of its net assets to be invested in repurchase agreements
                  which extend beyond seven days. In the event of the bankruptcy
                  of the other party to a repurchase agreement, the Fund could
                  experience delays in recovering its cash or the securities
                  lent. To the extent that in the interim the value of the
                  securities purchased may have declined, the Fund could
                  experience a loss. In all cases, the creditworthiness of the
                  other party to a transaction is reviewed and found
                  satisfactory by the Advisor. Repurchase agreements are, in
                  effect, loans of Fund assets. The Fund will not engage in
                  reverse repurchase transactions, which are considered to be
                  borrowings under the Investment Company Act of 1940.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

         Pursuant to an investment advisory agreement (commenced April 1, 1994),
         Boys, Arnold & Company, Inc. (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 0.35% of the Fund's average daily
         net assets. Prior to April 1, 1994, T. Leavell & Associates acted as
         investment advisor to the Fund and received a fee at the annual rate of
         0.25% of the Fund's first $100 million of average daily net assets and
         0.10% of average daily net assets over $100 million. For the fiscal
         year ending August 31, 1996, the Advisor has voluntarily waived its
         fees amounting to $18,238 ($0.04 per share) and has reimbursed the Fund
         for operating expenses totalling $27,692 to limit those expenses to no
         more than 0.85% of the average annual net assets of the Fund.

         The Fund's administrator, The Nottingham Company, L.L.C. (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 0.15% of the Fund's average daily net assets.
         The Administrator also receives a monthly fee of $1,750 for accounting
         and recordkeeping services. Additionally, the Administrator charges the
         Fund for servicing of shareholder accounts and registration of the
         Fund's shares. The contract with the Administrator provides that the
         aggregate fees for

                                                                    (Continued)

<PAGE>



                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1996


         the aforementioned administrative, accounting and recordkeeping
         services shall not be less than $3,000 per month. The Administrator
         also charges the Fund for certain expenses involved with the daily
         valuation of portfolio securities. The Administrator has voluntarily
         waived fees of $13,483 ($0.02 per share) for the fiscal year ending
         August 31, 1996.

         Certain trustees and officers of the Trust are also officers or
         directors of the Advisor or the Administrator.


NOTE 3 - SHAREHOLDER SERVICING FEES

         The Board of Trustees, including a majority of the Trustees who are not
         "interested persons" of the Trust as defined in the Investment Company
         Act of 1940, adopted a Shareholder Servicing Fee Plan (the "Plan"). The
         Plan regulates the manner in which a regulated investment company may
         assume expenses from the servicing and maintenance of shareholder
         accounts.

         The Plan provides that the Fund may incur certain expenses for payment
         to persons for providing services including, but not limited to,
         responding to shareholder inquiries, providing information on
         shareholders' investments in the Fund, and providing such other
         shareholder services as the Trust may reasonably request. The basis for
         amounts paid under the Plan is determined by the Board of Trustees.
         Expenses pursuant to the Plan may not exceed 0.25% of the Fund's
         average daily net assets per annum since inception of the Plan, nor
         exceed 0.25% per annum of the average net assets of the shareholder
         accounts being serviced. Such fees were waived in their entirety in the
         current year.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

         Purchases and sales of investments, other than short-term investments,
         aggregated $2,815,020 and $501,761, respectively, for the fiscal year
         ended August 31, 1996.






                     THE NORTH CAROLINA TAX FREE BOND FUND

                    Performance Update - $10,000 Investment
             For the period from January 13, 1993 (commencement of
                         operations) to August 31, 1996

                                    [GRAPH]

                    The North Carolina                      The Lehman Brothers
Date                Tax Free Bond Fund                      Muni Bond Fund

01/13/93                10,000.00                               10,000.00
01/31/93                10,085.00                               10,128.76
02/28/93                10,366.28                               10,494.99
03/31/93                10,214.84                               10,384.09
04/30/93                10,239.00                               10,489.04
05/31/93                10,290.93                               10,547.62
06/30/93                10,470.17                               10,724.00
07/31/93                10,457.25                               10,737.78
08/31/93                10,655.97                               10,961.47
09/30/93                10,785.32                               11,086.47
10/31/93                10,777.06                               11,107.77
11/30/93                10,727.07                               11,009.71
12/31/93                10,870.98                               11,242.17
01/31/94                10,970.77                               11,370.61
02/28/94                10,724.26                               11,076.13
03/31/94                10,494.49                               10,625.00
04/29/94                10,517.04                               10,715.23
05/30/94                10,589.09                               10,807.96
06/30/94                10,524.93                               10,744.99
07/31/94                10,670.45                               10,938.91
08/31/94                10,696.41                               10,976.82
09/30/94                10,504.00                               10,815.79
10/31/94                10,357.86                               10,623.75
11/30/94                10,228.52                               10,431.39
12/31/94                10,430.91                               10,661.03
01/31/95                10,709.17                               10,965.85
02/28/95                11,019.31                               11,284.77
03/31/95                11,114.20                               11,414.47
04/30/95                11,140.00                               11,427.94
05/31/95                11,475.72                               11,792.61
06/30/95                11,341.49                               11,689.54
07/31/95                11,447.43                               11,800.13
08/31/95                11,568.85                               11,949.87
09/30/95                11,614.06                               12,025.38
10/31/95                11,782.58                               12,200.19
11/30/95                11,962.87                               12,402.88
12/31/95                12,091.30                               12,521.93
01/31/96                12,204.96                               12,616.54
02/29/96                12,102.77                               12,531.33
03/31/96                11,884.98                               12,371.24
04/30/96                11,850.86                               12,336.15
05/31/96                11,804.47                               12,331.45
06/30/96                11,920.41                               12,465.85
07/31/96                12,059.26                               12,578.63
08/31/96                12,069.76                               12,575.81

This graph depicts the performance of The North Carolina Tax Free Bond Fund
versus the Lehman Brothers Muni Bond Index. It is important to note The
North Carolina Tax Free Bond 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 Return

  Since Inception         One year ended       Three years ended
January 13, 1993 to       August 31, 1996       August 31, 1996
  August 31, 1996

      5.31%                    4.33%                 4.24%

 . The graph assumes an initial $10,000 investment at January 13, 1993, and that
  all dividends and distributions are reinvested.

 . At August 31, 1996, the Fund would have grown to $12,069.76 - total
  investment return of 20.70% since January 13, 1993.

 . At August 31, 1996, a similar investment in the Lehman Brothers Muni Bond
  Index would have grown to $12,575.81 - total investment return of 25.76%
  since January 13, 1993.

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




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