ALBEMARLE INVESTMENT TRUST/
N-30D, 1998-05-07
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                     THE NORTH CAROLINA TAX FREE BOND FUND
                                     [LOGO]

                              A NO-LOAD MUTUAL FUND


- --------------------------------------------------------------------------------
                               SEMI-ANNUAL REPORT
                                February 28, 1998
                                   (Unaudited)
- --------------------------------------------------------------------------------


                               Investment Adviser
                             Boys, Arnold & Company
                             Post Office Drawer 5255
                            1272 Hendersonville Road
                      Asheville, North Carolina 28813-5255
                                 1.800.286.8038



                               Fund Administrator
                         Countrywide Fund Services, Inc.
                                  P.O. Box 5354
                           Cincinnati, Ohio 45201-5354
                                 1.800.841.0987


<PAGE>

THE NORTH CAROLINA TAX FREE BOND FUND
[LOGO]
- --------------------------------------------------------------------------------
               Post Office Box 5354 . Cincinnati, Ohio 45201-5354 . 800.841.0987

March 31, 1998

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, 1998.

Over the last six months your fund  continued  to perform well within a modestly
declining  interest  rate  environment.  In fact,  municipal  bonds  experienced
positive returns in every month of the period.  The supply of new municipal bond
issues both  nationally and in North Carolina has remained at the lower range of
historical  levels.  This  limited  supply has  reduced  the  volatility  of the
municipal market and kept prices relatively stable.

For the six months  ended  February  28,  1998,  the Fund had a total  return of
+5.49% (which  includes  both income and price change) after all expenses.  This
Fund's total return  compared  favorably  with the Lehman  Municipal  Bond Index
which increased  +5.04%, as well as, with the average total return of +4.88% for
the 40 North Carolina Municipal Debt Funds ranked by Lipper Analytical Services,
Inc. for the same  period.  The net asset value of the Fund on February 28, 1998
was $10.98 and the tax-free dividend income paid during the period was $0.23 per
share.

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

Looking  forward,  we expect  interest rates to move in a flat to downward trend
over the  balance of the year given our  outlook  for a healthy  but  moderating
economy  with  modest   inflationary   pressures.   We  believe  that  inflation
expectations  manifested in bond yields remain too high and do not fully reflect
the current low inflationary environment. Interest rates should also continue to
benefit from the recent drop in oil prices,  the currency crisis in Asia,  which
should  restrain  exports  and  increase  global  competition,  and the  reduced
borrowing demands of the Federal Government.  Concerns over labor tightness have
been  mitigated  in some  measure by  increased  productivity.  The threat of an
overheating  economy  seems less likely due to the Asian crisis and the extended
nature of this economic cycle in its eighth year of expansion.

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.

As of March 1, 1998 the Fund's  Administrator  was changed to  Countrywide  Fund
Services,  Inc. of Cincinnati,  Ohio. If you have questions  about your specific
account with the Fund,  contact  Countrywide at 800-841-0987.  If you would like
information  on the Fund,  including the current  prospectus,  please call us at
800-286-8038.  Also, you can find the Fund's daily NAV quotation on over 280,000
market data terminals by using the Fund's ticker symbol which is: NCTFX.

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
President                           Vice President


Past  performance is no guarantee of future  results.  During the period covered
the Fund's Advisor waived a portion of its fees which increased the total return
and yield of the Fund.

- --------------------------------------------------------------------------------

<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                               February 28, 1998
                                  (Unaudited)


ASSETS
   Investments, at value (cost $10,251,812)                          $10,734,788
   Interest receivable                                                   168,241
   Prepaid expenses                                                        9,700
                                                                     -----------
      Total assets                                                    10,912,729
                                                                     -----------
LIABILITIES
   Accrued expenses                                                        5,140
   Payable for investment purchases                                       98,843
   Due to advisor (note 2)                                                 1,712
   Distributions in excess of cash on demand deposits                     32,401
                                                                     -----------
      Total liabilities                                                  138,096
                                                                     -----------
NET ASSETS
   (applicable to 981,051 shares outstanding; unlimited
   shares of no par value beneficial interest authorized)            $10,774,633
                                                                     ===========

NET ASSET VALUE, REDEMPTION AND OFFERING PRICE PER SHARE
   ($10,774,633 / 981,051 shares)                                    $     10.98
                                                                     ===========
NET ASSETS CONSIST OF
   Paid-in capital                                                   $10,255,743
   Accumulated net realized gain on investments                           35,914
   Net unrealized appreciation on investments                            482,976
                                                                     -----------
                                                                     $10,774,633
                                                                     ===========

See accompanying notes to financial statements

<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                            STATEMENT OF OPERATIONS

                         Period ended February 28, 1998
                                  (Unaudited)


INVESTMENT INCOME

   Income
      Interest                                                        $ 261,264
                                                                      ---------
   Expenses
      Investment advisory fees (note 2)                                  17,982
      Fund administration fees (note 2)                                   7,706
      Shareholder service fees (note 3)                                  12,844
      Custody fees                                                          731
      Registration and filing administration fees (note 2)                  149
      Fund accounting fees (note 2)                                      10,500
      Audit fees                                                          3,650
      Legal fees                                                          6,970
      Securities pricing fees                                             2,202
      Shareholder recordkeeping fees                                        519
      Shareholder servicing expenses (note 2)                             2,565
      Registration and filing expenses                                      236
      Printing expenses                                                     450
      Trustee fees and meeting expenses                                   3,181
      Other operating expenses                                              885
                                                                      ---------
          Total expenses                                                 70,570
                                                                      ---------
          Less:
             Investment advisory fees waived (note 2)                   (16,092)
             Shareholder service fees waived (note 3)                   (12,844)
                                                                      ---------
          Net expenses                                                   41,634
                                                                      ---------
             Net investment income                                      219,630
                                                                      ---------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS

   Net realized gains from security transactions                         97,012
   Increase in unrealized appreciation/depreciation on investments      236,329
                                                                      ---------
      Net realized and unrealized gains on investments                  333,341
                                                                      ---------
         Net increase in net assets resulting from operations         $ 552,971
                                                                      =========


See accompanying notes to financial statements

<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                              Period ended
                                                                              February 28,      Year ended
                                                                                 1998           August 31,
                                                                              (Unaudited)           1997
                                                                              ------------      -----------
INCREASE IN NET ASSETS
<S>                                                                           <C>               <C>        
   Operations
      Net investment income                                                   $    219,630      $   341,923
      Net realized gains from security transactions                                 97,012           32,653
      Increase in unrealized appreciation/depreciation on investments              236,329          190,154
                                                                              ------------      -----------
         Net increase in net assets resulting from operations                      552,971          564,730
                                                                              ------------      -----------
   Distributions to shareholders from
      Net investment income                                                       (219,630)        (341,923)
                                                                              ------------      -----------
   Capital share transactions
      Increase in net assets resulting from capital share transactions(a)          486,997        3,330,981
                                                                              ------------      -----------
         Total increase in net assets                                              820,338        3,553,788

NET ASSETS

   Beginning of period                                                           9,954,295        6,400,507
                                                                              ------------      -----------
   End of period                                                              $ 10,774,633      $ 9,954,295
                                                                              ============      ===========
</TABLE>


(a) A summary of capital share activity follows:

<TABLE>
<CAPTION>
                                           Period ended                     Year ended
                                         February 28, 1998                August 31, 1997

                                      Shares          Value            Shares          Value
                                     --------      -----------        --------      -----------
<S>                                  <C>           <C>                <C>           <C>        
Shares sold                            82,693      $   899,322         363,128      $ 3,821,326
Shares issued for reinvestment
   of distributions                    16,027          174,289          25,239          266,015
                                     --------      -----------        --------      -----------
                                       98,720        1,073,611         388,367        4,087,341

Shares redeemed                       (54,013)        (586,614)        (71,933)        (756,360)
                                     --------      -----------        --------      -----------
   Net increase                        44,707      $   486,997         316,434      $ 3,330,981
                                     ========      ===========        ========      ===========
</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>
                                                                  Period ended
                                                                  February 28,   Year ended     Year ended
                                                                      1998       August 31,     August 31,
                                                                  (Unaudited)       1997           1996
                                                                  -----------    -----------    -----------
<S>                                                               <C>            <C>            <C>        
Net asset value, beginning of period                              $     10.63    $     10.32    $     10.36

   Income (loss) from investment operations
      Net investment income                                              0.23           0.47           0.48
      Net realized and unrealized gains (losses) on investments          0.35           0.31          (0.04)
                                                                  -----------    -----------    -----------
         Total from investment operations                                0.58           0.78           0.44
                                                                  -----------    -----------    -----------
   Distributions to shareholders from
      Net investment income                                             (0.23)         (0.47)         (0.48)
                                                                  -----------    -----------    -----------
Net asset value, end of period                                    $     10.98    $     10.63    $     10.32
                                                                  ===========    ===========    ===========
Total return                                                            5.49%          7.71%          4.33%
                                                                  ===========    ===========    ===========
Ratios/supplemental data

   Net assets, end of period                                      $10,774,633    $ 9,954,295    $ 6,400,507
                                                                  ===========    ===========    ===========
   Ratio of expenses to average net assets
      Before expense reimbursements and waived fees                     1.37%(a)       1.68%          2.24%
      After expense reimbursements and waived fees                      0.81%(a)       0.85%          0.85%

   Ratio of net investment income to average net assets
      Before expense reimbursements and waived fees                     3.71%(a)       3.65%          3.21%
      After expense reimbursements and waived fees                      4.28%(a)       4.49%          4.60%

   Portfolio turnover rate                                             14.07%         19.72%          9.96%
</TABLE>


                        FINANCIAL HIGHLIGHTS (continued)

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

   Income (loss) from investment operations
      Net investment income                                              0.45           0.42           0.24
      Net realized and unrealized gains (losses) on investments          0.34          (0.38)          0.40
                                                                  -----------    -----------    -----------
         Total from investment operations                                0.79           0.04           0.64
                                                                  -----------    -----------    -----------
   Distributions to shareholders from
      Net investment income                                             (0.45)         (0.42)         (0.24)
                                                                  -----------    -----------    -----------
Net asset value, end of period                                    $     10.36    $     10.02    $     10.40
                                                                  ===========    ===========    ===========
Total return                                                            8.16%          0.38%         10.43%(a)
                                                                  ===========    ===========    ===========
Ratios/supplemental data

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

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

   Portfolio turnover rate                                             83.12%         22.82%          0.00%
</TABLE>

(a) Annualized.

See accompanying notes to financial statements

<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                               February 28, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Principal    Interest    Maturity      Value
                                                                       Amount        Rate        Date       (note 1)
                                                                      --------      ------     --------     --------
MUNICIPAL OBLIGATIONS - 97.83%
<S>                                                                   <C>            <C>       <C>          <C>     
   Appalachian State University, North Carolina
      Utility System Revenue                                          $150,000       5.90%     05-15-08     $164,145
   Asheville, North Carolina
      Water System Revenue                                             150,000       5.50%     08-01-11      159,954
   Buncombe County, North Carolina
      Solid Waste System Special Obligation Revenue                    200,000       5.60%     03-01-11      215,118
   Cabarrus County, North Carolina
      General Obligation                                               250,000       5.40%     02-01-17      260,619
   Charlotte, North Carolina
      Law Enforcement Facilities Project Series A
      Certificate of Participation                                     100,000       6.10%     12-01-15      108,872
   Charlotte, North Carolina
      Public Improvements                                              400,000       5.30%     04-01-08      428,391
   Charlotte, North Carolina
      Water & Sewer General Obligation                                 400,000       5.60%     05-01-20      427,025
   Concord, North Carolina
      Utilities System Revenue                                         125,000       5.50%     12-01-14      131,183
   Concord, North Carolina
      Utilities System Revenue                                         200,000       5.75%     12-01-17      210,423
   Cumberland County, North Carolina
      General Obligation                                               400,000       4.90%     03-01-12      406,436
   Currituck County, North Carolina
      General Obligation                                               300,000       5.40%     04-01-14      313,786
   Dare County, North Carolina
      Utilities System Revenue                                         100,000       5.75%     06-01-14      106,330
   Durham, North Carolina
      General Obligation Revenue                                       200,000       5.80%     02-01-12      218,821
   Forsyth County, North Carolina
      General Obligation                                               300,000       4.75%     02-01-13      300,705
   Gaston County, North Carolina
      General Obligation                                               250,000       5.70%     03-01-11      270,044
   Gastonia, North Carolina
      Police Station Project Certificate of Participation              100,000       5.70%     08-01-15      105,840
   Gastonia, North Carolina
      Street Improvements General Obligation                           200,000       5.50%     05-01-13      213,356
   Greensboro, North Carolina
      General Obligation Unlimited                                     500,000       5.00%     03-01-12      510,505
   High Point, North Carolina
      General Obligation                                               200,000       5.00%     03-01-15      200,903
   High Point, North Carolina
      General Obligation Revenue                                       100,000       5.60%     03-01-13      106,817
</TABLE>

                                                                     (Continued)
<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                               February 28, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Principal    Interest    Maturity      Value
                                                                       Amount        Rate        Date       (note 1)
                                                                      --------      ------     --------     --------
MUNICIPAL OBLIGATIONS - (Continued)
<S>                                                                   <C>            <C>       <C>          <C>     
   Johnston County, North Carolina
      General Obligation                                              $500,000       5.00%     05-01-08     $497,893
   Lincolnton, North Carolina
      Enterprise System Revenue                                        200,000       5.38%     05-01-16      206,709
   Mecklenburg County, North Carolina
      General Obligation                                               500,000       4.70%     04-01-11      503,519
   Mecklenburg County, North Carolina
      Public Improvement General Obligation                            200,000       5.50%     04-01-11      214,649
   Morganton, North Carolina
      Water & Sewer General Obligation Revenue                         100,000       5.70%     06-01-14      107,346
   North Carolina Central University
      Housing System Revenue                                           200,000       5.80%     11-01-17      213,079
   North Carolina Housing Finance Agency
      Multifamily Series A Revenue                                     100,000       5.80%     07-01-13      103,939
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                              100,000       6.00%     01-01-09      111,553
   North Carolina Municipal Power Agency -
      Number 1 - Catawba Electric Revenue                              100,000       5.75%     01-01-15      105,135
   North Carolina State
      Clean Water Series A General Obligation                          100,000       5.20%     06-01-10      105,774
   North Carolina State
      Clean Water Series A General Obligation                          100,000       5.80%     06-01-16      107,889
   North Carolina State
      General Obligation                                               400,000       5.10%     06-01-10      420,783
   North Carolina State
      Series A General Obligation                                      300,000       5.10%     03-01-07      318,358
   North Carolina State University
      Centennial Campus B Revenue                                      500,000       5.13%     12-15-16      502,261
   Pitt County, North Carolina
      Memorial Hospital Revenue                                        100,000       5.50%     12-01-15      104,224
   Raleigh, North Carolina
      General Obligation                                               500,000       5.25%     06-01-13      525,151
   Raleigh, North Carolina
      General Obligation Unlimited                                     200,000       5.25%     06-01-12      211,108
   Salisbury, North Carolina
      Water & Sewer General Obligation                                 100,000       5.30%     05-01-11      104,480
   Transylvania County, North Carolina
      General Obligation                                               400,000       4.75%     02-01-14      394,597
   Union County, North Carolina
      Series B General Obligation                                      100,000       5.30%     05-01-15      103,589
</TABLE>


                                                                     (Continued)
<PAGE>

                     THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                               February 28, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Principal    Interest    Maturity      Value
                                                                       Amount        Rate        Date       (note 1)
                                                                      --------      ------     --------     --------
MUNICIPAL OBLIGATIONS - (Continued)
<S>                                                                   <C>            <C>       <C>          <C>     
   Wilmington, North Carolina
      General Obligation Revenue                                      $100,000       5.60%     06-01-11     $106,600
   Winston-Salem, North Carolina
      General Obligation                                               100,000       5.50%     06-01-12      106,447
   Winston-Salem, North Carolina
      Water & Sewer System Revenue                                     500,000       4.80%     06-01-10      506,133

   Total Municipal Obligations (Cost $ 10,057,513)                                                       $10,540,489
                                                                                                         -----------

INVESTMENT COMPANY -  1.80%

   Federated North Carolina Municipal Money Market Portfolio          $194,229                              $194,299
      (Cost $ 194,299)                                                                                   -----------

Total Value of Investments (Cost $10,251,812 (a))                                                99.63%  $10,734,788
Other Assets In Excess of Liabilities                                                             0.37%       39,845
                                                                                                ------   -----------
   Net Assets                                                                                   100.00%  $10,774,633
                                                                                                ======   ===========
</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                                     $ 483,959
          Unrealized depreciation                                          (983)
                                                                      ---------
             Net unrealized appreciation                              $ 482,976
                                                                      =========


See accompanying notes to financial statements

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1998
                                   (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 "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.

                                                                     (Continued)
<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1998
                                   (Unaudited)


          Of the $219,630 of  distributions  to  shareholders  ($0.23 per share)
          during the period ended  February 28,  1998,  the Fund has  determined
          that all distributions made 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 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 period  ending  February 28, 1998,  the
     Advisor has  voluntarily  waived a portion of its fees amounting to $16,092
     ($0.02 per share).

                                                                     (Continued)
<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1998
                                   (Unaudited)


     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 month. The Administrator  also charges the Fund
     for  certain  expenses  involved  with the  daily  valuation  of  portfolio
     securities.  Effective  March 1, 1998, the Fund changed  Administrators  to
     Countrywide Fund Services, Inc.

     Certain  trustees and officers of the Trust are also  officers or directors
     of the Advisor and/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 of $12,844 were waived in
     their entirety for the period ended February 28, 1998.


NOTE 4 - PURCHASES AND SALES OF INVESTMENTS

     Purchases  and sales of  investments,  other than  short-term  investments,
     aggregated  $2,060,265 and $1,417,164,  respectively,  for the period ended
     February 28, 1998.


<TABLE> <S> <C>

<ARTICLE>                      6
<CIK>                          0000812073
<NAME>                         NORTH CAROLINA TAX-FREE BOND FUND
       
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-END>                               FEB-28-1998
<INVESTMENTS-AT-COST>                       10,251,812
<INVESTMENTS-AT-VALUE>                      10,734,788
<RECEIVABLES>                                  168,241
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                             9,700
<TOTAL-ASSETS>                              10,912,729
<PAYABLE-FOR-SECURITIES>                        98,843
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       39,253
<TOTAL-LIABILITIES>                            138,096
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    10,255,743
<SHARES-COMMON-STOCK>                          981,051
<SHARES-COMMON-PRIOR>                          936,344
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         35,914
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       482,976
<NET-ASSETS>                                10,744,633
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              261,264
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  41,634
<NET-INVESTMENT-INCOME>                        219,630
<REALIZED-GAINS-CURRENT>                        97,012
<APPREC-INCREASE-CURRENT>                      236,329
<NET-CHANGE-FROM-OPS>                          552,971
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      219,630
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         82,693
<NUMBER-OF-SHARES-REDEEMED>                     54,013
<SHARES-REINVESTED>                             16,027
<NET-CHANGE-IN-ASSETS>                         820,338
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      (61,098)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           17,982
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 70,570
<AVERAGE-NET-ASSETS>                        10,360,228
<PER-SHARE-NAV-BEGIN>                            10.63
<PER-SHARE-NII>                                    .23
<PER-SHARE-GAIN-APPREC>                            .35
<PER-SHARE-DIVIDEND>                               .23
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<RETURNS-OF-CAPITAL>                               .00
<PER-SHARE-NAV-END>                              10.98
<EXPENSE-RATIO>                                    .81
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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