ALBEMARLE INVESTMENT TRUST/
N-30D, 1997-05-19
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[BOYS, ARNOLD & COMPANY LETTERHEAD]

April 16, 1997

Dear Shareholder:

We are  pleased to  enclose  your copy of the  Semi-Annual  report for The North
Carolina Tax Free Bond Fund for the period ended February 28, 1997.

Over the last six  months  your fund has  performed  well in what was a modestly
declining  interest rate environment.  With the exception of a slight decline in
bond returns in December,  municipal bonds experienced positive returns in every
other month of the period.  The supply of new municipal  bond issues  nationally
and in North Carolina has continued at an historically  low level.  This limited
supply has had the effect of dampening the  volatility  of the municipal  market
and kept prices relatively stable.

For the six months  ended  February  28,  1997,  the Fund had a total  return of
+4.75% (which  includes  both income and price change) after all expenses.  This
Fund's return compared  favorably with its peers in North Carolina.  The average
return was + 4.51% for the 36 "North  Carolina  Municipal Debt Funds" tracked by
Lipper Analytical Services over the same period. The net asset value of the Fund
on  February  28, 1997 was $10.57 and the income paid during the period was $.24
per share.

The Fund remains invested in a well diversified  portfolio of high quality North
Carolina municipal bonds with an intermediate average maturity.  The portfolio's
overall quality is better than AA as measured by Standard and Poor's Corporation
quality ratings and the average maturity is currently about fifteen years.

We are pleased to announce  that now investors can now find the Fund's daily NAV
quotation on over 280,000  market data  terminals by using the Fund's new ticker
symbol which is: NCTFX.

In an effort to continuously monitor and control costs of the Fund, the Trustees
recently reviewed the Auditors and Custodian based upon their services and fees.
From that review, they directed changes in each of these service providers which
will  result in lower  costs to the Fund.  These new  providers  to the Fund are
comparable if not better,  well  established  and  experienced  firms,  which we
believe will provide outstanding service to the Fund.

Subsequent to the close of the Fund's reporting period, the Federal Reserve took
action to raise the  discount  rate  causing  both long and short term  interest
rates to rise.  There is much debate today about  whether  additional  increases
will be enacted by the Fed due to concerns  over the strength of the economy and
the potential for labor  pressures to nudge up domestic  inflation.  Ironically,
this comes about as inflation  continues to remain  benign and  according to Fed
Chairman,  Alan  Greenspan,  is sizably  overstated by the Consumer Price Index.
Despite these  concerns,  there are several  positive  factors which should help
municipal bonds; the most important being municipal bond issuance,  which should
remain at  historical  lows.  Additionally,  municipal  refunding  should remain
modest  as long as  interest  rates  remain  constant  and do not  decline.  And
finally,  the lack of tax reform and  possible  further  reduction of the budget
deficit improve the outlook for municipal bonds.

Municipal bonds provide one of the few remaining  alternatives  for investors to
reduce their tax  obligations.  We  encourage  investors to maintain a long term
outlook  toward their  investment  in the Fund and to consider a plan of regular
investment through dollar cost averaging.

We appreciate your continued trust and support and we welcome your questions and
comments.

Sincerely,


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

Past  performance is no guarantee of future  results.  During the period covered
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>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  THE NORTH CAROLINA TAX FREE BOND FUND

                                        PORTFOLIO OF INVESTMENTS

                                            February 28, 1997
                                               (Unaudited)

- -------------------------------------------------------------------------------------------------------
                                                           Principal  Interest    Maturity        Value
                                                              Amount      Rate        Date      (note 1)
- -------------------------------------------------------------------------------------------------------
MUNICIPAL OBLIGATIONS - 96.26%

   Appalachian State University, North
      Carolina Utility System Revenue                      $150,000       5.90%   05-15-08     $161,030
   Asheville, North Carolina
      Water System Revenue                                  150,000       5.50%   08-01-11      153,645
   Buncombe County, North Carolina
      Public Improvement General Obligation                 100,000       5.80%   02-01-09      105,497
   Buncombe County, North Carolina
      Solid Waste System Special Obligation Revenue         200,000       5.60%   03-01-11      207,243
   Cabarrus County, North Carolina
      General Obligation                                    250,000       5.40%   02-01-17      245,751
   Cary, North Carolina
      General Obligation                                    100,000       5.50%   02-01-04      104,585
   Catawba County, North Carolina
      Hospital Revenue                                      100,000       6.20%   10-01-09      107,647
   Charlotte-Mecklenburg Hospital
      Authorized North Carolina Health Care
      System Revenue                                        100,000       5.75%   01-01-12      102,179
   Charlotte, North Carolina Series A
      General Obligation                                    100,000       5.25%   07-01-03      104,461
   Charlotte, North Carolina Water &
      Sewer General Obligation                              100,000       5.70%   02-01-06      107,165
   Charlotte, North Carolina Law Enforcement
      Facilities Project Series A Certificate
      of Participation                                      100,000       6.10%   12-01-15      105,900
   Concord, North Carolina Utilities
      System Revenue                                        200,000       5.75%   12-01-17      204,607
   Concord, North Carolina Utilities
      System Revenue                                        125,000       5.50%   12-01-14      126,237
   Dare County, North Carolina Utilities
      System Revenue                                        100,000       5.75%   06-01-14      103,770
   Durham, North Carolina Public Improvement
      General Obligation                                    100,000       5.10%   02-01-07      102,553
   Durham, North Carolina
      General Obligation Revenue                            100,000       5.80%   02-01-12      105,790
   Fayetteville, North Carolina Public
      Works Commission Revenue                              100,000       4.80%   03-01-07       99,288
   Fayetteville, North Carolina Public
      Works Commission Revenue                              150,000       5.13%   03-01-10      149,492
   Forsyth County, North Carolina
      General Obligation                                    200,000       4.75%   02-01-13      189,339
   Gaston County, North Carolina
      General Obligation                                    175,000       5.70%   03-01-11      181,555
   Gastonia, North Carolina Combined
      Utilities System Revenue                               90,000       5.70%   05-01-06       95,984

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

                                  THE NORTH CAROLINA TAX FREE BOND FUND

                                        PORTFOLIO OF INVESTMENTS

                                            February 28, 1997
                                               (Unaudited)

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


MUNICIPAL OBLIGATIONS - (Continued)

   Gastonia, North Carolina Police Station
      Project Certificate Participation                    $100,000       5.70%   08-01-15     $101,778
   Greensboro, North Carolina 
      General Obligation Unlimited                          200,000       5.00%   03-01-12      193,041
   Greensboro, North Carolina Public Improvement
      Series A General Obligation                           100,000       5.80%   04-01-07      106,444
   Greenville, North Carolina Combined
      Enterprise System Revenue                             100,000       6.00%   09-01-10      105,796
   Hickory, North Carolina
      General Obligation                                    100,000       6.50%   05-01-10      108,201
   High Point, North Carolina
      General Obligation Revenue                            100,000       5.60%   03-01-13      101,465
   High Point, North Carolina
      General Obligation                                    200,000       5.00%   03-01-15      188,683
   Lincolnton, North Carolina
      Enterprise System Revenue                             200,000       5.38%   05-01-16      198,349
   Mecklenburg County, North Carolina
      Public Improvement General Obligation                 150,000       5.40%   04-01-04      158,235
   Mecklenburg County, North Carolina
      Public Improvement General Obligation                 200,000       5.50%   04-01-11      206,531
   Morganton, North Carolina Water
      & Sewer General Obligation Revenue                    100,000       5.70%   06-01-14      102,262
   North Carolina Central University
      Housing System Revenue                                200,000       5.80%   11-01-17      206,422
   North Carolina Housing Finance Agency
      Multifamily Series A Revenue                          100,000       5.80%   07-01-13      100,454
   North Carolina Medical Care Commission
      Memorial Mission Hospital Project Revenue             100,000       6.00%   10-01-12      104,974
   North Carolina Medical Care Commission
      Carolina Medicorp Project Revenue                     200,000       5.50%   05-01-15      197,451
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                   100,000       6.00%   01-01-09      100,201
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                   100,000       5.75%   01-01-15      102,734
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                   100,000       6.00%   01-01-15      108,608
   North Carolina State Clean Water
      Series A General Obligation                           100,000       5.20%   06-01-10      101,118
   North Carolina State Clean Water
      Series A General Obligation                           100,000       5.80%   06-01-16      104,222
   Onslow County, North Carolina
      General Obligation                                    100,000       5.70%   03-01-13      102,747
   Pitt County, North Carolina
      General Obligation                                    100,000       6.10%   06-01-08      107,331

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

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

                                  THE NORTH CAROLINA TAX FREE BOND FUND

                                        PORTFOLIO OF INVESTMENTS

                                            February 28, 1997
                                               (Unaudited)

- --------------------------------------------------------------------------------------------------------
                                                           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      $98,661
   Raleigh, North Carolina
      General Obligation                                    100,000       6.50%   03-01-08      109,742
   Raleigh, North Carolina
      General Obligation Unlimited                          200,000       5.25%   06-01-12      200,750
   Rowan County, North Carolina
      General Obligation                                    150,000       5.60%   05-01-10      155,033
   Salisbury, North Carolina Water & Sewer
      General Obligation                                    100,000       5.30%   05-01-11       99,368
   Union County, North Carolina
      Enterprise System Revenue                             100,000       5.35%   06-01-09      102,482
   Union County, North Carolina
      Series A General Obligation                           100,000       5.20%   06-01-12       98,238
   Union County, North Carolina
      Series B General Obligation                           100,000       5.30%   05-01-15       97,779
   Wake County, North Carolina Industrial
      Facilities & Pollution Control Financing
      Authority Revenue                                     100,000       6.90%   04-01-09      108,684
   Wilmington, North Carolina Water
      General Obligation Revenue                            100,000       5.60%   06-01-11      102,055
   Winston-Salem, North Carolina
      General Obligation                                    100,000       5.50%   06-01-12      101,386

   Total Municipal Obligations (Cost $ 6,833,021)                                             7,044,943

INVESTMENT COMPANY -  1.00%
      North Carolina Municipal Cash Fund                     73,400                              73,400
      (Cost $ 73,400)

Total Value of Investments (Cost $6,906,421 (a))                                     97.26 %  7,118,343
Other Assets In Excess of Liabilities                                                 2.74 %    200,190
                                                                                      ----      -------
    Net Assets                                                                      100.00 % $7,318,533
                                                                                    ======   ==========
</TABLE>

(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                                           $229,952
      Unrealized depreciation                                           (18,030)
                                                                        --------
                  Net unrealized appreciation                           $211,922
                                                                        ========
                                                                            

See accompanying notes to financial statements
<PAGE>


                     THE NORTH CAROLINA TAX FREE BOND FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                               February 28, 1997
                                  (Unaudited)


ASSETS
   Investments, at value (cost $6,906,421)                       $7,118,343
   Cash                                                              86,459
   Interest receivable                                              114,359
   Prepaid expenses                                                   5,683
   Due from advisor (note 2)                                            837
                                                                -----------
      Total assets                                                7,325,681

LIABILITIES
   Accrued expenses                                                   7,143
   Distributions payable                                                  5
                                                                -----------
      Total liabilities                                               7,148

NET ASSETS
   (applicable to 692,187 shares outstanding; unlimited
   shares of no par value beneficial interest authorized)        $7,318,533
                                                                =========== 
NET ASSET VALUE AND REPURCHASE PRICE PER SHARE
   ($7,318,533 / 692,187 shares)                                     $10.57
                                                                ===========

NET ASSETS CONSIST OF
   Paid-in capital                                               $7,198,541
   Undistributed net realized loss on investments                   (91,930)
   Net unrealized appreciation on investments                       211,922
                                                                ----------- 
                                                                 $7,318,533
                                                                =========== 


See accompanying notes to financial statements

<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                            STATEMENT OF OPERATIONS

                         Period ended February 28, 1997
                                  (Unaudited)


INVESTMENT INCOME

   Income
      Interest                                                       $179,229
      Dividends                                                         1,990
                                                                   ---------- 
         Total income                                                 181,219
                                                                   ----------   
   Expenses
      Investment advisory fees (note 2)                                11,697
      Fund administration fees (note 2)                                 5,013
      Service fees (note 3)                                             8,355
      Custody fees                                                      2,791
      Registration and filing administration fees                         136
      Fund accounting fees (note 2)                                    10,413
      Audit fees                                                        3,533
      Legal fees                                                        5,057
      Securities pricing fees                                           2,018
      Shareholder recordkeeping fees                                      473
      Minimum operating fees (note 2)                                   1,965
      Shareholder servicing expenses                                    2,538
      Registration and filing expenses                                  1,314
      Printing expenses                                                 1,276
      Trustee fees and meeting expenses                                 3,153
      Other operating expenses                                          2,713
                                                                   ----------
         Total expenses                                                62,445

         Less:
            Expense reimbursements (note 2)                            (7,028)
            Investment advisory fees waived (note 2)                  (11,697)
            Fund administration fees waived (note 2)                   (6,978)
            Service fees waived (note 2)                               (8,355)
                                                                   ----------
         Net expenses                                                  28,387
                                                                   ----------   
            Net investment income                                     152,832
                                                                   ----------   

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

   Net realized gain from investment transactions                       1,821
   Increase in unrealized appreciation on investments                 155,429
                                                                   ----------
      Net realized and unrealized gain on investments                 157,250
                                                                   ----------
         Net increase in net assets resulting from operations        $310,082
                                                                   ==========   




See accompanying notes to financial statements

<PAGE>
                                THE NORTH CAROLINA TAX FREE BOND FUND

                                 STATEMENTS OF CHANGES IN NET ASSETS
                                             (Unaudited)


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

                                                                          Period ended  Year ended
                                                                           February 28  August 31, 
                                                                              1997         1996
INCREASE IN NET ASSETS                                                     -----------  ----------       

  Operations
     Net investment income                                                   $152,832     $239,837
     Net realized gain  from investment transactions                            1,821        8,543
     Increase (decrease) in unrealized appreciation on investments            155,429      (64,001)
                                                                           ----------   ----------
        Net increase in net assets resulting from operations                  310,082      184,379
                                                                           ----------   ---------- 
  Distributions to shareholders from
     Net investment income                                                   (152,832)    (241,358)        
                                                                           ----------   ----------  
  Capital share transactions
     Increase in net assets resulting from capital share transactions (a)     760,776    2,274,337
                                                                           ----------   ----------                 
           Total increase in net assets                                       918,026    2,217,358
                                                                           ==========   ==========  
NET ASSETS

  Beginning of period                                                       6,400,507    4,183,149
                                                                           ----------   ----------  
  End of period (including undistributed net investment income of $0       $7,318,533   $6,400,507
           at February 28, 1997 and $0 at August 31, 1996)                 ==========   ==========  


(a) A summary of capital share activity follows:
- ---------------------------------------------------------------------------------------------------
                                                      Period ended                 Year ended               
                                                    February 28, 1997            August 31, 1996          
- ---------------------------------------------------------------------------------------------------
                                                    Shares         Value       Shares        Value    
                                                  --------    ----------     --------   ----------       
Shares sold                                        112,065    $1,178,408      273,835   $2,873,661
Shares issued for reinvestment
  of distributions                                  11,956       125,940       19,626      204,428
                                                  --------    ----------     --------   ----------    
                                                   124,021     1,304,348      293,461    3,078,089

Shares redeemed                                    (51,745)     (543,572)     (77,223)    (803,752)
                                                  --------    ----------     --------   ----------  
  Net increase                                      72,276      $760,776     $216,238   $2,274,337
                                                  ========    ==========     ========   ==========  

See accompanying notes to financial statements
</TABLE>
<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)
                                                              (Unaudited)

- ----------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                      For the
                                                                                                                  period from
                                                                                                             January 13, 1993
                                                                                                                (commencement 
                                                         Period ended    Year ended   Year ended    Year ended  of operations
                                                          February 28,    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                                      0.24          0.48         0.45          0.42           0.24
      Net realized and unrealized gain (loss) on investments     0.25         (0.04)        0.34         (0.38)          0.40
                                                              -------       -------      -------       -------        ------- 
         Total from investment operations                        0.49          0.44         0.79          0.04           0.64

   Distributions to shareholders from
      Net investment income                                     (0.24)        (0.48)       (0.45)        (0.42)         (0.24)
                                                              -------       -------      -------       -------        -------
Net asset value, end of period                                 $10.57        $10.32       $10.36        $10.02         $10.40
                                                              =======       =======      =======       =======        =======    
Total return                                                     4.75%         4.33%        8.16%         0.38%         10.43%
                                                              =======       =======      =======       =======        =======  
Ratios/supplemental data

   Net assets, end of period                               $7,318,533    $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              1.88%(a)      2.24%        2.76%         3.26%          3.50%(a)
      After expense reimbursements and waived fees               0.85%(a)      0.85%        0.85%         0.84%          0.77%(a)

   Ratio of net investment income to average net assets
      Before expense reimbursements and waived fees              3.55%(a)      3.21%        2.65%         1.67%          1.25%(a)
      After expense reimbursements and waived fees               4.58%(a)      4.60%        4.56%         4.09%          3.98%(a)

   Portfolio turnover rate                                       1.56%         9.96%       83.12%        22.82%          0.00%

   Average broker commission per share                          $0.00
- -----------------------------------------------------------------------------------------------------------------------------

(a) Annualized.      
See accompanying notes to financial statements
</TABLE>
<PAGE>
                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1997
                                   (Unaudited)



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 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
     $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.

     Of the $152,832 of distributions  to shareholders  ($0.24 per share) during
     the period ended February 28, 1997,  the Fund has determined  that $152,832
     ($0.24 per share) qualify as exempt-

                                                                     (Continued)

<PAGE>




                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1997
                                   (Unaudited)



     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 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 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 period ending  February 28,
1997,  the Advisor has  voluntarily  waived its fees amounting to $11,697 ($0.02
per share) and has reimbursed the Fund for operating  expenses  totalling $7,028
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

                                February 28, 1997
                                   (Unaudited)


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 $6,978  ($0.01 per  share)  for the  period  ending
February 28, 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  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  $791,363 and $102,600,  respectively,  for the period ended February
28, 1997.


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