ALBEMARLE INVESTMENT TRUST/
N-30D, 1998-11-06
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- --------------------------------------------------------------------------------

                      THE NORTH CAROLINA TAX FREE BOND FUND
                      -------------------------------------

                              A No-Load Mutual Fund


                                  ANNUAL REPORT
                                 August 31, 1998



         INVESTMENT ADVISOR                               ADMINISTRATOR         
         ------------------                               -------------         
       BOYS, ARNOLD & COMPANY                    COUNTRYWIDE FUND SERVICES, INC.
       Post Office Drawer 5255                          312 Walnut Street       
      1272 Hendersonville Road                            P.O. Box 5354         
Asheville, North Carolina 28813-5255               Cincinnati, Ohio 45201-5354
           1.800.286.8038                                1.800.841.0987
                                                       

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

<PAGE>

October 7, 1998

We are pleased to enclose the annual report for The North Carolina Tax Free Bond
Fund for the year ended August 31, 1998.

Your Fund  continued to perform very well for the fiscal year as interest  rates
declined and the supply of newly issued bonds remained  historically light. As a
result, bond prices moved higher and volatility stayed moderate.  Municipal bond
returns for the period, although very attractive,  lagged those of taxable bonds
as interest rates on Treasury  securities  declined  more,  causing the relative
attractiveness of municipal bonds to increase by the end of the year.

For the fiscal year ended August 31, 1998,  your Fund had a total return  (which
includes income and  appreciation) of 8.92%,  outperforming the 8.65% return for
the Lehman  Brothers  Municipal  Bond Index during the same period.  This ranked
your Fund seventh out of 40 North  Carolina  municipal  debt funds as tracked by
Lipper  Analytical  Services, Inc.  In fact, the Fund ranked second for the five
year period  ended  August 31,  1998,  out of a group of 16 funds as measured by
Lipper.  At the close of the fiscal year,  the Fund's net asset value was $11.11
per share. The Fund paid tax-free income of $.45 per share during the year.

The Fund  continues  to  maintain a portfolio  of high  quality  North  Carolina
municipal  bonds with an average  maturity  of fifteen  years.  The  portfolio's
overall quality,  as measured by Standard & Poor's Corporation  quality ratings,
is AA+.

Subsequent to the close of the Fund's fiscal year,  interest rates declined at a
rapid rate reaching levels not seen since the 1960s. The plunge in some currency
values  around the globe has fanned fears of a global  recession  and  continued
deflationary pressures. This, coupled with concerns over the immediate future of
our President,  the risk of our own domestic recession, and worries over further
surprise shocks,  have caused considerable  investor caution.  The perception of
increased  inflation as a probable  risk has shifted to concern  over  potential
global  deflation.  Whether or not  recession  occurs in the U.S., we expect the
domestic  economy to slow. With increased focus on safety and income,  municipal
bonds should remain in demand by investors.

We expect  inflation to remain  subdued and the trend in municipal bond interest
rates to also stay flat to downward.  High quality  municipal  bonds  provide an
outstanding alternative for investors when safety, stability and steady tax-free
income are in demand.  With many  municipal  bonds trading at higher yields than
Treasuries, municipals look very attractive relative to competitive investments.
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 welcome your questions and
comments.

Sincerely,

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

<PAGE>

                     The North Carolina Tax Free Bond Fund

Comparison of the Change in Value of a $10,000 Investment in the North Carolina
        Tax Free Bond Fund and the Lehman Brothers Municipal Bond Index
- --------------------------------------------------------------------------------
THE NORTH CAROLINA TAX FREE BOND FUND

LEHMAN BROTHERS MUNICIPAL BOND INDEX:     THE NORTH CAROLINA TAX FREE BOND FUND:
- -------------------------------------     --------------------------------------

              QTRLY                                      QTRLY     
  DATE        RETURN     BALANCE            DATE        RETURN      BALANCE
- ------        ------     -------            ----        ------      -------
01/13/93                  10,000          01/13/93                   10,000
02/28/93       4.96%      10,496          02/28/93       3.70%       10,370
05/31/93       0.50%      10,548          05/31/93      -0.72%       10,296
08/31/93       3.92%      10,962          08/31/93       3.54%       10,660
11/30/93       0.44%      11,010          11/30/93       0.63%       10,727
02/28/94       0.60%      11,076          02/28/94      -0.06%       10,721
05/31/94      -2.42%      10,808          05/31/94      -1.25%       10,587
08/31/94       1.56%      10,977          08/31/94       1.03%       10,696
11/30/94      -4.97%      10,431          11/30/94      -4.53%       10,212
02/28/95       8.18%      11,285          02/28/95       7.94%       11,024
05/31/95       4.50%      11,792          05/31/95       4.15%       11,481
08/31/95       1.33%      11,949          08/31/95       0.76%       11,569
11/30/95       3.79%      12,402          11/30/95       3.41%       11,963
02/29/96       1.04%      12,531          02/29/96       1.17%       12,103
05/31/96      -1.59%      12,332          05/31/96      -2.46%       11,804
08/31/96       1.98%      12,576          08/31/96       2.25%       12,070
11/30/96       4.42%      13,132          11/30/96       4.56%       12,620
02/28/97       0.68%      13,221          02/28/97       0.17%       12,641
05/31/97       0.99%      13,352          05/31/97       0.09%       12,652
08/31/97       2.89%      13,738          08/31/97       2.75%       13,000
11/30/97       2.44%      14,073          11/30/97       2.33%       13,303
02/28/98       2.54%      14,431          02/28/98       3.08%       13,713
05/31/98       1.22%      14,607          05/31/98       0.75%       13,815
08/31/98       2.20%      14,928          08/31/98       2.49%       14,159
                                                                   
Past performance is not predictive of future performance.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                     The North Carolina Tax Free Bond Fund
                          Average Annual Total Returns

               1 Year         5 Years        Since Inception*
               ------         -------        ----------------
                8.92%          5.84%              6.37%
- --------------------------------------------------------------------------------
* Commencement of operations was January 13, 1993.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                 AUGUST 31, 1998


<TABLE>
<CAPTION>
ASSETS:
<S>                                                                        <C>        
      Investment securities, at value (cost $11,893,844) (note 1)          $12,464,828
      Interest receivable                                                      185,930
      Receivable for capital shares sold                                           650
      Receivable for securities sold                                           373,543
      Receivable from Advisor (note 3)                                           3,582
      Other assets                                                               3,238
                                                                           -----------
           TOTAL ASSETS                                                     13,031,771
                                                                           -----------

LIABILITIES:
      Dividends payable                                                          3,848
      Payable for capital shares redeemed                                       67,000
      Payable for securities purchased                                         517,062
      Payable to affiliates (note 3)                                             3,450
      Other accrued expenses and liabilities                                     4,103
                                                                           -----------
           TOTAL LIABILITIES                                                   595,463
                                                                           -----------

NET ASSETS                                                                 $12,436,308
                                                                           ===========

NET ASSETS CONSIST OF:
      Paid-in capital                                                      $11,749,790
      Accumulated net realized gains from security transactions                115,534
      Net unrealized appreciation on investments                               570,984
                                                                           -----------
           NET ASSETS                                                      $12,436,308
                                                                           ===========

Shares of beneficial interest outstanding (unlimited
      number of shares authorized, no par value)                             1,119,328
                                                                           ===========
Net asset value, offering price and redemption price per share (note 1)    $     11.11
                                                                           ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                             STATEMENT OF OPERATIONS

                       FOR THE YEAR ENDED AUGUST 31, 1998


INVESTMENT INCOME:
      Interest                                                        $ 544,080
                                                                      ---------
EXPENSES:
      Investment advisory fees (note 3)                                  38,230
      Professional fees                                                  22,841
      Accounting services fees (note 3)                                  19,500
      Administration fees (note 3)                                       14,208
      Shareholder service fees (note 3)                                  27,318
      Postage and supplies                                                7,884
      Trustees' fees and expenses                                         7,308
      Transfer agent fees (note 3)                                        5,019
      Pricing expenses                                                    4,374
      Insurance expense                                                   3,239
      Custodian fees                                                      3,232
      Reports to shareholders                                             1,865
                                                                      ---------
           TOTAL EXPENSES                                               155,018
      Investment advisory fees waived (note 3)                          (36,891)
      Shareholder service fees waived (note 3)                          (27,318)
                                                                      ---------
           NET EXPENSES                                                  90,809
                                                                      ---------

NET INVESTMENT INCOME                                                   453,271
                                                                      ---------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS:
      Net realized gains from security transactions                     176,632
      Net increase in unrealized appreciation on investments            324,337
                                                                      ---------

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                        500,969
                                                                      ---------

NET INCREASE IN NET ASSETS FROM OPERATIONS                            $ 954,240
                                                                      =========

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENTS OF CHANGES IN NET ASSETS

                  FOR THE YEARS ENDED AUGUST 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                           YEAR ENDED       YEAR ENDED
                                                                           AUGUST 31,       AUGUST 31,
                                                                              1998             1997
                                                                          ------------     -----------
FROM OPERATIONS:
<S>                                                                      <C>              <C>        
      Net investment income                                              $    453,271     $   341,923
      Net realized gains from security transactions                           176,632          32,653
      Net increase in unrealized appreciation on investments                  324,337         190,154
                                                                         ------------     -----------
           NET INCREASE IN NET ASSETS FROM OPERATIONS                         954,240         564,730
                                                                         ------------     -----------
DISTRIBUTIONS TO SHAREHOLDERS:
      From net investment income                                             (453,271)       (341,923)
                                                                         ------------     -----------
FROM CAPITAL SHARE TRANSACTIONS:
      Proceeds from shares sold                                             3,362,112       3,821,326
      Net asset value of shares issued in reinvestment
           of distributions to shareholders                                   365,561         266,015
      Payment for shares redeemed                                          (1,746,629)       (756,360)
                                                                         ------------     -----------
           NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS       1,981,044       3,330,981
                                                                         ------------     -----------

TOTAL INCREASE IN NET ASSETS                                                2,482,013       3,553,788

NET ASSETS:
      Beginning of year                                                     9,954,295       6,400,507
                                                                         ------------     -----------
      End of year                                                        $ 12,436,308     $ 9,954,295
                                                                         ============     ===========

SUMMARY OF CAPITAL SHARE ACTIVITY:
      Shares sold                                                             309,619         363,128
      Shares issued in reinvestment of distributions to shareholders           33,523          25,239
      Shares redeemed                                                        (160,158)        (71,933)
                                                                         ------------     -----------
      Net increase in shares outstanding                                      182,984         316,434
      Shares outstanding, beginning of year                                   936,344         619,910
                                                                         ------------     -----------
      Shares outstanding, end of year                                       1,119,328         936,344
                                                                         ============     ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                              FINANCIAL HIGHLIGHTS

SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
                                                        YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED        YEAR ENDED
                                                        AUGUST 31,      AUGUST 31,      AUGUST 31,      AUGUST 31,        AUGUST 31,
                                                           1998            1997            1996            1995              1994
                                                       -----------     -----------     -----------     -----------     -----------
<S>                                                    <C>             <C>             <C>             <C>             <C>        
NET ASSET VALUE AT BEGINNING OF YEAR                   $     10.63     $     10.32     $     10.36     $     10.02     $     10.40

INCOME FROM INVESTMENT OPERATIONS:
      Net investment income                                   0.45            0.47            0.48            0.45            0.42
      Net realized and unrealized gains
           (losses) on investments                            0.48            0.31           (0.04)           0.34           (0.38)
                                                       -----------     -----------     -----------     -----------     -----------
           TOTAL FROM INVESTMENT OPERATIONS                   0.93            0.78            0.44            0.79            0.04
                                                       -----------     -----------     -----------     -----------     -----------
DISTRIBUTIONS TO SHAREHOLDERS:
      From net investment income                             (0.45)          (0.47)          (0.48)          (0.45)          (0.42)
                                                       -----------     -----------     -----------     -----------     -----------

NET ASSET VALUE AT END OF YEAR                         $     11.11     $     10.63     $     10.32     $     10.36     $     10.02
                                                       ===========     ===========     ===========     ===========     ===========

TOTAL RETURN                                                 8.92%           7.71%           4.33%           8.16%           0.38%
                                                       ===========     ===========     ===========     ===========     ===========

NET ASSETS AT END OF YEAR                              $12,436,308     $ 9,954,295     $ 6,400,507     $ 4,183,149     $ 3,929,053
                                                       ===========     ===========     ===========     ===========     ===========

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
      Before expense reimbursements and waived fees          1.42%           1.68%           2.24%           2.76%           3.26%
      After expense reimbursements and
           waived fees (note 3)                              0.83%           0.85%           0.85%           0.85%           0.84%

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS         4.15%           4.49%           4.60%           4.56%           4.09%

PORTFOLIO TURNOVER RATE                                        36%             20%             10%             83%             23%
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 AUGUST 31, 1998

<TABLE>
<CAPTION>
                                                                 PRINCIPAL    INTEREST  MATURITY      VALUE
                                                                  AMOUNT        RATE      DATE       (NOTE 1)
                                                                 --------      -------  --------   -----------
MUNICIPAL OBLIGATIONS - 98.6%
<S>                                                              <C>            <C>     <C>        <C>        
      Appalachian State University
           Utility System Revenue                                $150,000       5.90%   05-15-08   $   166,956
      Asheville, North Carolina
           Water System Revenue                                   150,000       5.50%   08-01-11       162,734
      Buncombe County, North Carolina
           Solid Waste System Special Obligation Revenue          200,000       5.60%   03-01-11       217,112
      Buncombe County, North Carolina
           Certificate of Participation                           500,000       5.00%   12-01-12       513,345
      Cabarrus County, North Carolina
           General Obligation                                     250,000       5.40%   02-01-17       263,665
      Charlotte, North Carolina
           Public Improvements General Obligation                 400,000       5.30%   04-01-08       430,584
      Charlotte, North Carolina
           Law Enforcement Facilities Project Series A
           Certificate of Participation                           100,000       6.10%   12-01-15       109,221
      Charlotte, North Carolina
           Water & Sewer General Obligation                       400,000       5.60%   05-01-20       445,528
      Concord, North Carolina
           Utilities System Revenue                               125,000       5.50%   12-01-14       133,680
      Cumberland County, North Carolina
           General Obligation                                     400,000       4.90%   03-01-12       411,724
      Currituck County, North Carolina
           General Obligation                                     300,000       5.40%   04-01-14       317,898
      Durham, North Carolina
           General Obligation Revenue                             200,000       5.80%   02-01-12       219,372
      Forsyth County, North Carolina
           General Obligation                                     300,000       4.75%   02-01-13       303,744
      Gaston County, North Carolina
           General Obligation                                     500,000       5.00%   03-01-17       506,035
      Gastonia, North Carolina
           Street Improvements General Obligation                 200,000       5.50%   05-01-13       216,478
      Gastonia, North Carolina
           Police Station Project Certificate of Participation    100,000       5.70%   08-01-15       107,589
      Gastonia, North Carolina
           Street Improvements General Obligation                 400,000       5.50%   05-01-16       427,884
      Greensboro, North Carolina
           General Obligation                                     500,000       5.00%   03-01-12       519,430
      Johnston County, North Carolina
           General Obligation                                     500,000       5.00%   05-01-18       502,460
      Lincolnton, North Carolina
           Enterprise System Revenue                              200,000       5.38%   05-01-16       210,304
</TABLE>

                                                                     (CONTINUED)
<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 AUGUST 31, 1998


<TABLE>
<CAPTION>
                                                                 PRINCIPAL    INTEREST  MATURITY      VALUE
                                                                  AMOUNT        RATE      DATE       (NOTE 1)
                                                                 --------      -------  --------   -----------
MUNICIPAL OBLIGATIONS - (Continued)
<S>                                                              <C>            <C>     <C>        <C>        
      Mecklenburg County, North Carolina
           Public Improvements General Obligation                $200,000       5.50%   04-01-11   $   214,328
      Morganton, North Carolina
           Water & Sewer General Obligation Revenue               500,000       5.70%   06-01-13       542,020
      Morganton, North Carolina
           Water & Sewer General Obligation Revenue               100,000       5.70%   06-01-14       108,197
      North Carolina Central University
           Housing System Revenue                                 200,000       5.80%   11-01-17       217,416
      North Carolina Housing Finance Agency
           Multifamily Series A Revenue                           100,000       5.80%   07-01-13       105,502
      North Carolina Medical Care Commission
           Pitt County Memorial Hospital Series A Revenue         500,000       5.25%   12-01-12       517,335
      North Carolina Medical Care Commission
           Duke University Hospital Series C Revenue              500,000       5.25%   06-01-17       507,590
      North Carolina Municipal Power Agency -
           Number 1 - Catawba Electric Revenue                    100,000       6.00%   01-01-09       113,253
      North Carolina Municipal Power Agency -
           Number 1 - Catawba Electric Revenue                    100,000       5.75%   01-01-15       103,868
      North Carolina State
           Series A General Obligation                            300,000       5.10%   03-01-07       321,795
      North Carolina State
           General Obligation                                     400,000       5.10%   06-01-10       425,752
      North Carolina State
           Clean Water Series A General Obligation                100,000       5.80%   06-01-16       108,647
      North Carolina State University
           Centennial Campus B Revenue                            500,000       5.13%   12-15-16       509,175
      Pitt County, North Carolina
           Memorial Hospital Revenue                              100,000       5.50%   12-01-15       104,639
      Raleigh, North Carolina
           General Obligation                                     500,000       5.25%   06-01-13       529,665
      Transylvania County, North Carolina
           General Obligation                                     400,000       4.75%   02-01-14       400,852
      Union County, North Carolina
           Series B General Obligation                            100,000       5.30%   05-01-15       105,272
      University of North Carolina
           General Obligation Revenue                             500,000       5.40%   05-15-16       527,245
      Winston-Salem, North Carolina
           Water & Sewer System Revenue                           500,000       4.80%   06-01-10       512,890
      Winston-Salem, North Carolina
           General Obligation                                     100,000       5.50%   06-01-12       107,725
                                                                                                   -----------
      TOTAL MUNICIPAL OBLIGATIONS (COST $11,697,925)                                               $12,268,909
                                                                                                   -----------
</TABLE>
                                                                     (CONTINUED)

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 AUGUST 31, 1998


<TABLE>
<CAPTION>
                                                                 PRINCIPAL    INTEREST  MATURITY      VALUE
                                                                  AMOUNT        RATE      DATE       (NOTE 1)
                                                                 --------      -------  --------   -----------
<S>                                                              <C>            <C>     <C>        <C>        
INVESTMENT COMPANY - 1.6%
      Federated North Carolina Municipal Money Market Portfolio  $195,919                          $   195,919
           (COST $195,919)                                                                         -----------

TOTAL VALUE OF INVESTMENT SECURITIES (COST $11,893,844 (A)) - 100.2%                               $12,464,828

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.2)%                                                         (28,520)
                                                                                                   -----------

NET ASSETS - 100.0%                                                                                $12,436,308
                                                                                                   ===========
</TABLE>

     (a)  As of August 31, 1998,  the cost of investment  securities for federal
          income tax purposes was the same as that shown for financial reporting
          purposes. The aggregate gross unrealized appreciation and depreciation
          on investment securities was $570,987 and $3, respectively,  resulting
          in net  unrealized  appreciation  for financial  reporting and federal
          income tax purposes of $570,984.


See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1998


1.   SIGNIFICANT ACCOUNTING POLICIES

The North Carolina Tax Free Bond Fund (the Fund) is a non-diversified,  open-end
series of the Albemarle  Investment Trust (the Trust),  a management  investment
company  registered under the Investment Company Act of 1940 (the 1940 Act). The
Trust was organized in 1992 as a Massachusetts  business  trust.  The Fund began
operations on January 13, 1993.

The  investment  objective of the Fund 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 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.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close of  business  of the  regular  session  of  trading  of the New York Stock
Exchange (currently 4:00 p.m., Eastern time).  Municipal  obligations are valued
by an independent pricing service which generally utilizes a computerized matrix
system with  consideration  given to security quality,  maturity,  coupon,  call
features  and the latest  trading  developments.  On limited  occasions,  if the
valuation  provided by the pricing  service  ignores  certain market  conditions
affecting  the value of a  security  or the  pricing  service  cannot  provide a
valuation,  the security is valued at fair value as  determined in good faith in
accordance with  consistently  applied  procedures  established by and under the
general supervision of the Board of Trustees.

Share valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares  outstanding.  The offering  price per share and the redemption
price per share are equal to the net asset value per share.

Investment  income --  Interest  income is  accrued  as  earned.  Discounts  and
premiums on securities  purchased  are  amortized in accordance  with income tax
regulations.

Distributions  to shareholders -- Dividends  arising from net investment  income
are declared daily and paid on the last business day of each month. Net realized
short-term capital gains, if any, may be distributed throughout the year and net
realized  long-term  capital gains,  if any, are  distributed at least once each
year.  Income  distributions  and capital gain  distributions  are determined in
accordance with income tax regulations.

Security  transactions -- Security transactions are accounted for on trade date.
Securities  sold are valued on a  specific  identification  basis.  The Fund may
purchase   securities  on  a  when  issued  or  delayed  delivery  basis.  These
transactions  involve a  commitment  by the Fund to  purchase  securities  for a
predetermined  price or yield with payment and  delivery  taking place more than
three days in the future, or after a period longer than the customary settlement
period for that type of security. No interest will be earned by the Fund on such
purchases  until the  securities are  delivered;  however,  the market value may
change prior to delivery.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1998


Estimates  --  The  preparation  of  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the  reported  amounts of income and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the Internal  Revenue  Code  applicable  to regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its taxable net income,  the Fund (but not the
shareholders) will be relieved of federal income tax on the income  distributed.
Accordingly, no provision for income taxes has been made.

In addition, the Fund intends to satisfy conditions which enable it to designate
the interest income generated by its investment in municipal  securities,  which
is exempt from federal income tax when received by the Fund, as  exempt-interest
dividends upon distribution to shareholders. For the year ended August 31, 1998,
the  Fund  has  designated  its  distributions  paid to  shareholders  from  net
investment income of $453,271, or $0.45 per share, as exempt-interest  dividends
for federal income tax purposes.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

2.   INVESTMENT TRANSACTIONS

Cost  of  purchases  and  proceeds  from  sales  and  maturities  of  investment
securities,  other than  short-term  investments,  amounted  to  $6,009,729  and
$3,801,429, respectively, for the year ended August 31, 1998.

3.   TRANSACTIONS WITH AFFILIATES

Certain officers of the Trust are also officers of Boys, Arnold & Company,  Inc.
(the Advisor),  or of Countrywide Fund Services,  Inc. (CFS), the administrative
services agent, shareholder servicing and transfer agent and accounting services
agent for the Fund.

INVESTMENT ADVISORY AGREEMENT
The  Fund's  investments  are  managed  by the  Advisor  under  the  terms of an
Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund
pays the Advisor an investment advisory fee, which is computed and accrued daily
and paid  monthly,  at an annual rate of 0.35% of the Fund's  average  daily net
assets.  The  Advisor  currently  intends to  voluntarily  waive its  investment
advisory fees and/or  reimburse  expenses of the Fund to the extent necessary to
limit the total operating expenses of the Fund to 0.85% of its average daily net
assets.  For the year ended August 31, 1998,  the Advisor  waived $36,891 of its
investment advisory fees.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1998


ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement  effective  March 1, 1998,  CFS
supplies  non-investment  related administrative and compliance services for the
Fund. CFS supervises the  preparation of tax returns,  reports to  shareholders,
reports to and filings with the  Securities  and Exchange  Commission  and state
securities commissions, and materials for meetings of the Board of Trustees. For
these  services,  CFS  receives a monthly  fee at an annual rate of 0.15% on the
Fund's  average  daily  net  assets  up to $50  million;  0.125% on the next $50
million  of such net  assets;  and  0.10% on such net  assets  in excess of $100
million,  subject to a $1,000  minimum  monthly  fee.  The  foregoing  fees were
subject to a 25% discount through August 31, 1998. For the year ended August 31,
1998, CFS earned $6,502 of fees under the Administration Agreement.

Prior  to  March  1,  1998,  The  Nottingham   Company   (Nottingham)   provided
administrative  services  to and  was  generally  responsible  for  the  overall
management and  day-to-day  operations of the Fund pursuant to an accounting and
administrative agreement with the Trust. For these services, Nottingham received
a fee at the  annual  rate of 0.15% of the  Fund's  average  daily  net  assets.
Nottingham   also  received  a  monthly  fee  of  $1,750  for   accounting   and
recordkeeping services. Additionally,  Nottingham charged the Fund for servicing
of shareholder  accounts and  registration of the Fund's shares.  The accounting
and  administrative  agreement with Nottingham  provided that the aggregate fees
for the  aforementioned  administrative,  accounting and recordkeeping  services
would not be less than $3,000 per month.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency  Agreement  effective  March 1, 1998,  CFS  maintains the records of each
shareholder's   account,   answers  shareholders'   inquiries  concerning  their
accounts,  processes  purchases and  redemptions of the Fund's  shares,  acts as
dividend  and  distribution  disbursing  agent and  performs  other  shareholder
service functions.  For these services,  CFS receives a monthly fee based on the
number of shareholder  accounts in the Fund, subject to a $1,000 minimum monthly
fee. The foregoing fees were subject to a 25% discount  through August 31, 1998.
For the year ended August 31, 1998, CFS earned $4,500 of fees under the Transfer
Agent Agreement.  In addition,  the Fund pays out-of-pocket  expenses including,
but not limited to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting Services Agreement effective March 1, 1998, CFS
calculates the daily net asset value per share and maintains the financial books
and records of the Fund. For these  services,  CFS receives a monthly fee, based
on current asset levels,  of $2,000 per month from the Fund.  The foregoing fees
were  subject to a 25%  discount  through  August 31,  1998.  For the year ended
August  31,  1998,  CFS  earned  $9,000 of fees  under the  Accounting  Services
Agreement. In addition, the Fund pays certain out-of-pocket expenses incurred by
CFS in obtaining valuations of the Fund's portfolio securities.

SHAREHOLDER SERVICING FEES
The Trust has adopted a Shareholder  Servicing Plan (the Plan) pursuant to which
the Fund may incur certain  expenses for the  compensation of persons  providing
ongoing  services and/or  maintenance of the Fund's  shareholder  accounts,  not
otherwise  required to be provided by CFS.  The basis for amounts paid under the
Plan must be approved by the Board of Trustees  and may not exceed  0.25% of the
Fund's average daily net assets. For the year ended August 31, 1998, shareholder
service fees of $27,318 were waived in their entirety.

<PAGE>

INDEPENDENT AUDITOR'S REPORT

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

We have  audited the  accompanying  statement of assets and  liabilities  of The
North  Carolina  Tax Free Bond Fund (the  Fund),  a portfolio  of the  Albemarle
Investment Trust, including the portfolio of investments, as of August 31, 1998,
the related statement of operations for the year then ended and the statement of
changes in net assets for each of the two years in the period  then  ended,  and
the financial  highlights  for each of the three years in the period 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 year ended August 31, 1995 and August 31, 1994,  were audited
by other auditors,  whose report thereon dated September 29, 1995,  expressed an
unqualified opinion.

We conducted our audits in accordance with generally accepted auditing standard.
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 securities owned as of August 31, 1998, by
correspondence  with the Fund's 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,  such  financial  statements  and financial  highlights  present
fairly, in all material  respects,  the financial position of The North Carolina
Tax Free Bond Fund at August  31,  1998,  the  results  of its  operations,  the
changes in its net assets and its financial highlights for the respective stated
periods, in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Dayton, Ohio
October 2, 1998


<TABLE> <S> <C>

<ARTICLE>                     6
<CIK>                         0000812073
<NAME>                        NORTH CAROLINA TAX-FREE BOND FUND     
       
<S>                             <C>
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<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-END>                               AUG-31-1998
<INVESTMENTS-AT-COST>                       11,893,844
<INVESTMENTS-AT-VALUE>                      12,464,828
<RECEIVABLES>                                  563,705
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                             3,238
<TOTAL-ASSETS>                              13,031,771
<PAYABLE-FOR-SECURITIES>                       517,062
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       78,401
<TOTAL-LIABILITIES>                            595,463
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    11,749,790
<SHARES-COMMON-STOCK>                        1,119,328
<SHARES-COMMON-PRIOR>                          936,344
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<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        115,534
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       570,984
<NET-ASSETS>                                12,436,308
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              544,080
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  90,809
<NET-INVESTMENT-INCOME>                        453,271
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<APPREC-INCREASE-CURRENT>                      324,337
<NET-CHANGE-FROM-OPS>                          954,240
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<DISTRIBUTIONS-OF-INCOME>                      453,271
<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-REDEEMED>                    160,158
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<ACCUMULATED-GAINS-PRIOR>                      (61,098)
<OVERDISTRIB-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
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