ALBEMARLE INVESTMENT TRUST/
N-30D, 1997-11-05
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                               THE NORTH CAROLINA
                               TAX FREE BOND FUND


                   a series of the Albemarle Investment Trust






                               ANNUAL REPORT 1997


                          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>



October 14, 1997

Dear Shareholder:

For  the  fiscal  year  ended  August  31,  1997,  your  Fund  experienced  good
performance with continued growth in assets.  Interest rates declined during the
period,  which led to price appreciation in addition to the interest income. The
Fund had a total return of +7.7% (including income and price appreciation) after
all expenses for the fiscal year ended August 31, 1997.  At fiscal year end, the
Fund had an average  maturity of 15 years and an average  overall quality rating
of AAA.  The net asset value per share at the  beginning of the period of $10.32
increased to $10.63 by year end. Capital appreciation amounted to $.31 per share
while income paid during the year totaled $.47 per share.

Last year,  the Fund's assets under  management  increased over 50% and recently
reached a new milestone exceeding $10 million. This increase in size affords the
Fund greater  economies  of scale to purchase  and sell bonds in more  efficient
block sizes which can enhance  returns and lower  operating  costs as the Fund's
fixed costs are spread  across a larger  asset base.  In an effort to obtain the
best service and lowest cost,  the Fund's  custodian  and auditors  were changed
during the year. The new custodian is Fifth Third Bank in  Cincinnati,  Ohio and
the new auditors are Deloitte & Touche LLP of Raleigh, NC.

The  outstanding  returns  experienced  in the stock  market in recent years has
attracted  large  amounts of  investors'  capital,  but has not  diminished  the
relative  attractiveness  of  municipal  bonds,  in our opinion.  The  after-tax
returns  available today offer very high real rates of return from an historical
perspective at a time when the risk in the equity markets is at lofty levels. We
believe that  investors in municipal  bonds will be well  rewarded in times when
increased volatility returns to the equity markets.

The objectives of the Fund continue to be 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  strategy is to maintain an
intermediate-term  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 represent 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  respect  to their  investment  in the  Fund  and to  consider
establishing 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 may
purchase  and hold their shares  through  either  Wachovia  Brokerage or 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 Vannice
John B. Kuhns                               Jon Vannice

Past  performance  is no guarantee  of future  results.  During the period,  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

                    Performance Update - $10,000 Investment
             For the period from January 13, 1993 (commencement of
                         operations) to August 31, 1997

                                                           LEHMAN BROTHERS
                          NC TAX FREE BOND FUND            MUNI BOND INDEX
      13-Jan-93                 10,000.00                      10,000.00
      28-Feb-93                 10,366.28                      10,494.99
      31-May-93                 10,290.93                      10,547.62
      31-Aug-93                 10,655.97                      10,961.47
      30-Nov-93                 10,727.07                      11,009.71
      28-Feb-94                 10,724.26                      11,076.13
      30-May-94                 10,589.09                      10,807.96
      31-Aug-94                 10,696.41                      10,976.82
      30-Nov-94                 10,228.52                      10,431.39
      28-Feb-95                 11,019.31                      11,284.77
      31-May-95                 11,475.72                      11,792.61
      31-Aug-95                 11,568.85                      11,949.87
      30-Nov-95                 11,962.87                      12,402.88
      29-Feb-96                 12,102.77                      12,531.33
      31-May-96                 11,804.47                      12,331.45
      31-Aug-96                 12,069.76                      12,575.81
      30-Nov-96                 12,620.91                      13,131.89
      29-Feb-97                 12,642.60                      13,221.49
      31-May-97                 12,653.37                      13,352.44
      31-Aug-97                 13,000.88                      13,738.41

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
    January 13, 1993 to           One year ended            Three years ended
      August 31, 1997            August 31, 1997             August 31, 1997

           5.83%                      7.71%                       6.72%

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

At August 31,  1997,  the Fund  would  have grown to $13,001 - total  investment
return of 30.01% since January 13, 1993.

At August 31, 1997, a similar  investment in the Lehman Brothers Muni Bond Index
would have grown to $13,738 - total  investment  return of 37.38% 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.

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


                                                THE NORTH CAROLINA TAX FREE BOND FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                           August 31, 1997

                                                                         Principal         Interest        Maturity          Value
                                                                           Amount            Rate            Date           (note 1)
MUNICIPAL OBLIGATIONS - 96.08%

Appalachian State University, North
   Carolina Utility System Revenue ................................         $150,000            5.90%      05-15-08         $161,354
Asheville, North Carolina
   Water System Revenue ...........................................          150,000            5.50%      08-01-11          154,991
Buncombe County, North Carolina
   Public Improvement General Obligation ..........................          100,000            5.80%      02-01-09          106,517
Buncombe County, North Carolina
   Solid Waste System Special Obligation Revenue ..................          200,000            5.60%      03-01-11          208,849
Cabarrus County, North Carolina
   General Obligation .............................................          250,000            5.40%      02-01-17          250,830
Charlotte-Mecklenburg Hospital
   Authorized North Carolina Health Care
   System Revenue .................................................          100,000            5.75%      01-01-12          102,828
Charlotte, North Carolina Public Improvement
   General Obligation .............................................          400,000            5.30%      04-01-08          415,292
Charlotte, North Carolina Water &
   Sewer General Obligation .......................................          400,000            5.60%      05-01-20          408,925
Charlotte, North Carolina Law Enforcement
   Facilities Project Series A Certificate
   of Participation ...............................................          100,000            6.10%      12-01-15          105,363
Concord, North Carolina Utilities
   System Revenue .................................................          200,000            5.75%      12-01-17          205,335
Concord, North Carolina Utilities
   System Revenue .................................................          125,000            5.50%      12-01-14          127,271
Currituck County, North Carolina
   General Obligation .............................................          300,000            5.40%      04-01-14          303,266
Dare County, North Carolina Utilities
   System Revenue .................................................          100,000            5.75%      06-01-14          104,591
Durham, North Carolina Public Improvement
   General Obligation .............................................          100,000            5.10%      02-01-07          102,898
Durham, North Carolina
   General Obligation Revenue .....................................          200,000            5.80%      02-01-12          212,596
Fayetteville, North Carolina Public
   Works Commission Revenue .......................................          100,000            4.80%      03-01-07           99,886
Fayetteville, North Carolina Public
   Works Commission Revenue .......................................          150,000            5.13%      03-01-10          150,569
Forsyth County, North Carolina
   General Obligation .............................................          200,000            4.75%      02-01-13          191,402
Gaston County, North Carolina
   General Obligation .............................................          175,000            5.70%      03-01-11          184,042
Gastonia, North Carolina Police Station
   Project Certificate of Participation ...........................          100,000            5.70%      08-01-15          101,775

                                                                                                                         (Continued)
<PAGE>

                                                THE NORTH CAROLINA TAX FREE BOND FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                           August 31, 1997

                                                                         Principal         Interest        Maturity          Value
                                                                           Amount            Rate            Date           (note 1)
MUNICIPAL OBLIGATIONS - (Continued)

Gastonia, North Carolina Street Improvement
   General Obligation Unlimited ...............................          $200,000             5.50%       05-01-13          $205,872
Greensboro, North Carolina
   General Obligation Unlimited ...............................           500,000             5.00%       03-01-12           492,663
Greensboro, North Carolina Public Improvement
   Series A General Obligation ................................           100,000             5.80%       04-01-07           107,022
High Point, North Carolina
   General Obligation Revenue .................................           100,000             5.60%       03-01-13           103,639
High Point, North Carolina
   General Obligation .........................................           200,000             5.00%       03-01-15           193,351
Lincolnton, North Carolina
   Enterprise System Revenue ..................................           200,000             5.38%       05-01-16           200,094
Mecklenburg County, North Carolina
   General Obligation .........................................           500,000             4.70%       04-01-11           483,080
Mecklenburg County, North Carolina
   Public Improvement General Obligation ......................           150,000             5.40%       04-01-04           157,515
Mecklenburg County, North Carolina
   Public Improvement General Obligation ......................           200,000             5.50%       04-01-11           207,765
Morganton, North Carolina Water
   & Sewer General Obligation Revenue .........................           100,000             5.70%       06-01-14           103,964
North Carolina Central University
   Housing System Revenue .....................................           200,000             5.80%       11-01-17           207,906
North Carolina Housing Finance Agency
   Multifamily Series A Revenue ...............................           100,000             5.80%       07-01-13           102,096
North Carolina Medical Care Commission
   Memorial Mission Hospital Project Revenue ..................           100,000             6.00%       10-01-12           105,499
North Carolina Municipal Power Agency -
   Number 1 - Catawba Electric Revenue ........................           100,000             6.00%       01-01-09           109,366
North Carolina Municipal Power Agency -
   Number 1 - Catawba Electric Revenue ........................           100,000             5.75%       01-01-15           102,951
North Carolina State
   Series A General Obligation ................................           300,000             5.10%       03-01-07           308,628
North Carolina State
   General Obligation .........................................           400,000             5.10%       06-01-10           404,551
North Carolina State Clean Water
   Series A General Obligation ................................           100,000             5.20%       06-01-10           101,942
North Carolina State Clean Water
   Series A General Obligation ................................           100,000             5.80%       06-01-16           104,687
North Carolina State University
   Centennial Campus B ........................................           500,000             5.13%       12-15-16           485,447
Onslow County, North Carolina
   General Obligation Unlimited ...............................           100,000             5.70%       03-01-13           104,430

                                                                                                                         (Continued)
<PAGE>

                                                THE NORTH CAROLINA TAX FREE BOND FUND

                                                      PORTFOLIO OF INVESTMENTS

                                                           August 31, 1997

                                                                         Principal         Interest        Maturity          Value
                                                                           Amount            Rate            Date           (note 1)
MUNICIPAL OBLIGATIONS - (Continued)

   Pitt County, North Carolina Memorial
      Hospital Revenue .........................................       $  100,000             5.50%        12-01-15       $  100,021
   Raleigh, North Carolina
      General Obligation Unlimited .............................          200,000             5.25%        06-01-12          202,554
   Raleigh, North Carolina
      General Obligation Unlimited .............................          400,000             5.25%        06-01-13          402,536
   Rowan County, North Carolina
      General Obligation .......................................          150,000             5.60%        05-01-10          157,280
   Salisbury, North Carolina Water & Sewer
      General Obligation .......................................          100,000             5.30%        05-01-11          100,812
   Union County, North Carolina
      Enterprise System Revenue ................................          100,000             5.35%        06-01-09          103,305
   Union County, North Carolina
      Series A General Obligation ..............................          100,000             5.20%        06-01-12          100,285
   Union County, North Carolina
      Series B General Obligation ..............................          100,000             5.30%        05-01-15           99,784
   Wilmington, North Carolina Water
      General Obligation Revenue ...............................          100,000             5.60%        06-01-11          103,265
   Winston-Salem, North Carolina
      General Obligation .......................................          100,000             5.50%        06-01-12          103,157
                                                                                                                             -------

   Total Municipal Obligations (Cost $9,317,400) ...............                                                           9,564,047
                                                                                                                           ---------

INVESTMENT COMPANY - 2.32%
      North Carolina Municipal Cash Trust ......................          230,774                                            230,774
                                                                                                                             -------
      (Cost $230,774 )

Total Value of Investments (Cost $9,548,174 (a)) ...............                                           98.40 %         9,794,821
Other Assets In Excess of Liabilities ..........................                                            1.60 %           159,474
                                                                                                           ------         ----------
   Net Assets ..................................................                                           100.00 %       $9,954,295
                                                                                                           ======         ==========

(a)      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                                                                            $268,481
      Unrealized depreciation                                                                             (21,834)
                                                                                                          ------- 

                 Net unrealized appreciation                                                             $246,647
                                                                                                         ========
</TABLE>



See accompanying notes to financial statements


<PAGE>
                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                 August 31, 1997


ASSETS
   Investments, at value (cost $9,548,174) ....................     $ 9,794,821
   Cash .......................................................           6,508
   Interest receivable ........................................         159,591
                                                                        -------

      Total assets ............................................       9,960,920
                                                                      ---------

LIABILITIES
   Accrued expenses ...........................................           4,913
   Due to advisor (note 2) ....................................           1,712
                                                                          -----

      Total liabilities .......................................           6,625
                                                                          -----

NET ASSETS
   (applicable to 936,344 shares outstanding; unlimited
   shares of no par value beneficial interest authorized) .....     $ 9,954,295
                                                                    ===========

NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER SHARE
   ($9,954,295 / 936,344 shares) ..............................     $     10.63
                                                                    ===========

NET ASSETS CONSIST OF
   Paid-in capital ............................................     $ 9,768,746
   Accumulated net realized loss on investments ...............         (61,098)
   Net unrealized appreciation on investments .................         246,647
                                                                        -------
                                                                    $ 9,954,295
                                                                    ===========


See accompanying notes to financial statements

<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                            STATEMENT OF OPERATIONS

                           Year ended August 31, 1997


INVESTMENT INCOME

   Income
      Interest ...................................................    $ 400,724
      Dividends ..................................................        5,870
                                                                          -----

         Total income ............................................      406,594
                                                                        -------

   Expenses
      Investment advisory fees (note 2) ..........................       26,663
      Fund administration fees (note 2) ..........................       11,427
      Shareholder service fees (note 3) ..........................       19,045
      Custody fees ...............................................        5,555
      Registration and filing administration fees (note 2) .......          249
      Fund accounting fees (note 2) ..............................       21,000
      Audit fees .................................................        9,151
      Legal fees .................................................        8,650
      Securities pricing fees ....................................        6,019
      Shareholder recordkeeping fees .............................          974
      Other fees .................................................        2,350
      Shareholder servicing expenses .............................        4,246
      Registration and filing expenses ...........................          333
      Printing expenses ..........................................        3,340
      Trustee fees and meeting expenses ..........................        5,814
      Other operating expenses ...................................        3,525
                                                                          -----

         Total expenses ..........................................      128,341
                                                                        -------

         Less:
            Expense reimbursements (note 2) ......................       (9,244)
            Investment advisory fees waived (note 2) .............      (26,663)
            Fund administration fees waived (note 2) .............       (8,718)
            Shareholder service fees waived (note 3) .............      (19,045)
                                                                        ------- 

         Net expenses ............................................       64,671
                                                                         ------

            Net investment income ................................      341,923
                                                                        -------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

   Net realized gain from investment transactions ................       32,653
   Increase in unrealized appreciation on investments ............      190,154
                                                                        -------

      Net realized and unrealized gain on investments ............      222,807
                                                                        -------

         Net increase in net assets resulting from operations ....    $ 564,730
                                                                      =========


See accompanying notes to financial statements

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

                                                THE NORTH CAROLINA TAX FREE BOND FUND

                                                 STATEMENTS OF CHANGES IN NET ASSETS




                                                                                                    Year ended           Year ended
                                                                                                     August 31            August 31
                                                                                                        1997                 1996
INCREASE IN NET ASSETS

  Operations
     Net investment income ...............................................................         $   341,923          $   239,837
     Net realized gain from investment transactions ......................................              32,653                8,543
     Increase (decrease) in unrealized appreciation on investments .......................             190,154              (64,001)
                                                                                                       -------              ------- 

        Net increase in net assets resulting from operations .............................             564,730              184,379
                                                                                                       -------              -------

  Distributions to shareholders from
     Net investment income ...............................................................            (341,923)            (241,358)
                                                                                                      --------             -------- 

  Capital share transactions
     Increase in net assets resulting from capital share transactions (a) ................           3,330,981            2,274,337
                                                                                                     ---------            ---------

           Total increase in net assets ..................................................           3,553,788            2,217,358

NET ASSETS

  Beginning of period ....................................................................           6,400,507            4,183,149
                                                                                                     ---------            ---------

  End of period ..........................................................................         $ 9,954,295          $ 6,400,507
                                                                                                   ===========          ===========



(a) A summary of capital share activity follows:
                                                                      Year ended                               Year ended
                                                                    August 31, 1997                          August 31, 1996        

                                                              Shares              Value                Shares               Value   

Shares sold ....................................             363,128          $ 3,821,326              273,835          $ 2,873,661
Shares issued for reinvestment
  of distributions .............................              25,239              266,015               19,626              204,428
                                                              ------              -------               ------              -------

                                                             388,367            4,087,341              293,461            3,078,089

Shares redeemed ................................             (71,933)            (756,360)             (77,223)            (803,752)
                                                             -------             --------              -------             -------- 

  Net increase .................................             316,434          $ 3,330,981              216,238          $ 2,274,337
                                                             =======          ===========              =======          ===========

</TABLE>

See accompanying notes to financial statements

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

                                                THE NORTH CAROLINA TAX FREE BOND FUND

                                                        FINANCIAL HIGHLIGHTS

                                           (For a Share Outstanding Throughout the Period)
                                                                                                                          For the 
                                                                                                                        period from
                                                                                                                    January 13, 1993
                                                                                                                    (commencement of
                                                                 Year ended   Year ended    Year ended   Year ended  operations) to
                                                                  August 31,   August 31,    August 31,   August 31,    August 31,
                                                                     1997         1996          1995         1994          1993

Net asset value, beginning of period ...........................   $10.32       $10.36        $10.02       $10.40          $10.00
                                                                                          
   Income from investment operations                                                      
      Net investment income ....................................     0.47         0.48          0.45         0.42           0.24
      Net realized and unrealized gain (loss) on investments ...     0.31        (0.04)         0.34        (0.38)          0.40
                                                                     ----        -----          ----        -----           ----
                                                                                          
         Total from investment operations ......................     0.78         0.44          0.79         0.04           0.64
                                                                     ----         ----          ----         ----           ----
                                                                                          
   Distributions to shareholders from                                                     
      Net investment income ....................................    (0.47)       (0.48)        (0.45)       (0.42)         (0.24)
                                                                    -----        -----         -----        -----          ----- 
                                                                                          
Net asset value, end of period .................................   $10.63       $10.32        $10.36       $10.02         $10.40
                                                                   ======       ======        ======       ======         ======
                                                                                          
Total return ...................................................     7.71%        4.33%         8.16%        0.38%         10.43%(a)
                                                                     ====         ====          ====         ====          =====    
                                                                                          
Ratios/supplemental data                                                                  
                                                                                          
   Net assets, end of period ...................................$9,954,295   $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 ............     1.68%        2.24%         2.76%        3.26%          3.50%(a)
      After expense reimbursements and waived fees .............     0.85%        0.85%         0.85%        0.84%          0.77%(a)
                                                                                          
   Ratio of net investment income to average net assets                                   
      Before expense reimbursements and waived fee .............     3.65%        3.21%         2.65%        1.67%          1.25%(a)
      After expense reimbursements and waived fees .............     4.49%        4.60%         4.56%        4.09%          3.98%(a)
                                                                                          
   Portfolio turnover rate .....................................    19.72%        9.96%        83.12%       22.82%          0.00%
                                                                                          
(a)      Annualized.
</TABLE>

See accompanying notes to financial statements

<PAGE>


                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1997



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-ended  investment  company
         which was organized in 1992 as a  Massachusetts  Business  Trust and is
         registered  under the  Investment  Company Act of 1940,  (the "Act") as
         amended.  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.

                  The Fund has capital loss carryforwards for federal income tax
                  purposes of $45,273 and $15,825  which expire in the year 2003
                  and 2005,  respectively.  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.

                  Of the $341,923 of  distributions  to shareholders  ($0.47 per
                  share) during the fiscal year ended August 31, 1997,  the Fund
                  has  determined  that  all   distributions   made  qualify  as
                  exempt-interest

                                                                     (Continued)
<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1997



                  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  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.

         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 Act.


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, 1997,  the Advisor has  voluntarily  waived its
         fees amounting to $26,663 ($0.04 per share) and has reimbursed the Fund
         for operating  expenses  totaling  $9,244 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,    (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 the aforementioned  administrative,  accounting, and
         recordkeeping services shall not be less than $3,000 per

                                                                     (Continued)

<PAGE>


                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1997



         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 $8,718 ($0.01 per share)
         for the fiscal year ended August 31, 1997.

         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 Act,  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 $4,597,732 and $1,455,424, respectively, for the fiscal year
         ended August 31, 1997.

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Trustees and Shareholders of
  Albemarle Investment Trust:

We have  audited the  accompanying  statement of assets and  liabilities  of The
North  Carolina  Tax Free Bond Fund (a  portfolio  of the  Albemarle  Investment
Trust),  including the portfolio of investments,  as of August 31, 1997, and the
related  statements of operations for the year then ended, and the statements of
changes in net assets and  financial  highlights  for the two years then  ended.
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. The financial
highlights  for the three years in the period ended August 31, 1995 were audited
by other auditors,  whose reports thereon dated September 29, 1995, expressed an
unqualified opinion.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included  confirmation of the securities owned as of
August 31, 1997 by  correspondence  with the  custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the 1997 and 1996 financial statements and financial highlights
referred to above  present  fairly,  in all  material  respects,  the  financial
position of The North  Carolina  Tax Free Bond Fund as of August 31,  1997,  the
results of its operations for the year then ended, the changes in its net assets
and its financial  highlights  for the two years then ended in  conformity  with
generally accepted accounting principles.




Deloitte & Touche LLP

Pittsburgh, Pennsylvania
September 19, 1997



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