ALBEMARLE INVESTMENT TRUST/
N-30D, 1999-10-29
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================================================================================

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

                               No Load Mutual Fund


                                  ANNUAL REPORT
                                 August 31, 1999


         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>

September 29, 1999

Dear Shareholders:

We are pleased to enclose our annual report for The North Carolina Tax Free Bond
Fund.

The fiscal year ended August 31, 1999 proved to be a difficult  environment  for
bond owners.  Toward the end of calendar  1998,  the Federal  Reserve was called
upon to restore  confidence to the global  markets  following  deterioration  in
markets  around the world.  Interest  rates were  lowered to provide  additional
liquidity and to reduce pressure on foreign currencies.  These moves contributed
to the stabilization and turnaround in most of those economies.  As the new year
unfolded,  the Fed became  increasingly  concerned  with the  possibility  of an
overheated  U.S.  economy  and moved to reverse two of its three  previous  rate
cuts.  The threat of a third  increase  only added  further  upward  pressure on
interest rates, negatively impacting the price of bonds.

Despite a difficult  environment,  your Fund performed  relatively well. For the
fiscal year ended August 31, 1999,  the Fund's total return was negative  1.36%.
This return compared  favorably to the average decline of 1.49% for the 40 North
Carolina Municipal Debt Funds ranked by Lipper Analytical Services,  Inc. During
the same period,  the Lehman  Municipal Bond Index, a national bond index with a
shorter  average  maturity and lower average  quality than your Fund,  increased
0.50%. The Fund maintains a high-quality  portfolio of North Carolina  municipal
bonds,  with an average maturity of approximately 14 years and an average credit
quality of AAA as measured by Standard & Poor's Corporation quality ratings.

Shortly after the close of the Fund's fiscal year,  Hurricane  Floyd pounded the
coastline of the eastern  U.S.  and left severe  flooding in many of the coastal
counties of eastern North Carolina.  Experts  assessing the situation  estimated
that this flood was considered to be of the magnitude that occurs once every 500
years.  Despite  the damage  that may  result in the  permanent  evacuation  and
relocation  of  some of the  inhabitants  in the  flood  plain,  North  Carolina
government  officials  have  indicated that they believe that the counties under
the  influence of this storm will be able to meet all their future  obligations.
We have assessed our  portfolio's  exposure to those counties that were affected
and are confident that there should be no impact from this event on your Fund.

Looking  into the next  millennium,  we believe  the  domestic  and, to a lesser
degree,  global economies will continue to maintain above average growth without
significant  inflationary  pressures. We anticipate continued global competitive
pressures resulting from excess capacity and productivity increases from further
advances in communications and technological innovation. Although interest rates
may rise modestly from current levels in the short term, we continue to look for
interest rates to trend lower over the longer term.

High-quality  municipal bonds are one of the few remaining alternatives in which
investors  may  enjoy  safety,  stability  and  tax-free  income.  We  encourage
investors  to  consider  a  plan  of  dollar  cost  averaging  as a  disciplined
investment  approach that takes  advantage of the  attractive  yields  municipal
bonds offer currently.

Thank you for your  continued  trust and support.  We welcome your  comments and
suggestions.

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
11/30/98       1.60%     15,167           11/30/98       1.27%      14,339
02/28/99       1.00%     15,318           02/28/99       0.70%      14,439
05/31/99      -0.19%     15,289           05/31/99      -0.90%      14,310
08/31/99      -1.87%     15,003           08/31/99      -2.39%      13,967

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*
               ------         -------        ----------------
               -1.63%%         5.48%               5.17%
- --------------------------------------------------------------------------------
* Commencement of operations was January 13, 1993.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                August 31, 1999

ASSETS:
      Investment securities, at value
           (amortized cost $13,965,890) (note 1)                   $ 13,749,639
      Interest receivable                                               220,759
      Receivable for capital shares sold                                    500
      Other assets                                                        3,364
                                                                   ------------
           TOTAL ASSETS                                              13,974,262
                                                                   ------------
LIABILITIES:
      Dividends payable                                                   3,098
      Payable for capital shares redeemed                                52,185
      Payable to Advisor (note 3)                                         2,159
      Payable to Administrator (note 3)                                   4,740
      Other accrued expenses and liabilities                              4,293
                                                                   ------------
           TOTAL LIABILITIES                                             66,475
                                                                   ------------

NET ASSETS                                                         $ 13,907,787
                                                                   ============
NET ASSETS CONSIST OF:
Paid-in capital                                                    $ 14,110,794
Accumulated net realized gains from security transactions                13,244
Net unrealized depreciation on investments                             (216,251)
                                                                   ------------
          NET ASSETS                                               $ 13,907,787
                                                                   ============
Shares of beneficial interest outstanding (unlimited
      number of shares authorized, no par value)                      1,333,178
                                                                   ============
Net asset value, offering price and
      redemption price per share (note 1)                          $      10.43
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                             STATEMENT OF OPERATIONS

                       For the Year Ended August 31, 1999

INVESTMENT INCOME:
       Interest                                                       $ 671,892
                                                                      ---------
EXPENSES:
       Investment advisory fees (note 3)                                 47,713
       Shareholder servicing fees (note 3)                               34,081
       Accounting services fees (note 3)                                 24,000
       Administration fees (note 3)                                      20,409
       Professional fees                                                 14,600
       Transfer agent fees (note 3)                                      12,000
       Postage and supplies                                               7,697
       Custodian fees                                                     7,440
       Insurance expense                                                  6,602
       Pricing costs                                                      5,981
       Trustees' fees and expenses                                        5,765
       Reports to shareholders                                            4,218
       Registration fees                                                  1,421
                                                                      ---------
            TOTAL EXPENSES                                              191,927
       Investment advisory fees waived (note 3)                         (41,972)
       Shareholder servicing fees waived (note 3)                       (34,081)
                                                                      ---------
            NET EXPENSES                                                115,874
                                                                      ---------

NET INVESTMENT INCOME                                                   556,018
                                                                      ---------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
       Net realized gains from security transactions                     13,241
       Net decrease in unrealized appreciation/
            depreciation on investments                                (787,235)
                                                                      ---------
            NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS          (773,994)
                                                                      ---------

NET DECREASE IN NET ASSETS FROM OPERATIONS                            $(217,976)
                                                                      =========

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, 1999 and 1998

<TABLE>
<CAPTION>
                                                                              YEAR ENDED           YEAR ENDED
                                                                              AUGUST 31,           AUGUST 31,
                                                                                 1999                 1998
                                                                             ------------         ------------
FROM OPERATIONS:
<S>                                                                          <C>                  <C>
      Net investment income                                                  $    556,018         $    453,271
      Net realized gains from security transactions                                13,241              176,632
      Net increase (decrease) in unrealized appreciation/
           depreciation on investments                                           (787,235)             324,337
                                                                             ------------         ------------
           NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                 (217,976)             954,240
                                                                             ------------         ------------
DISTRIBUTIONS TO SHAREHOLDERS:
      From net investment income                                                 (556,018)            (453,271)
      From net realized gains from security transactions                         (115,531)                  --
                                                                             ------------         ------------
           DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS             (671,549)            (453,271)
                                                                             ------------         ------------
FROM CAPITAL SHARE TRANSACTIONS:
      Proceeds from shares sold                                                 3,423,074            3,362,112
      Net asset value of shares issued in
           reinvestment of distributions to shareholders                          622,314              365,561
      Payment for shares redeemed                                              (1,684,384)          (1,746,629)
                                                                             ------------         ------------
           NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS           2,361,004            1,981,044
                                                                             ------------         ------------

TOTAL INCREASE IN NET ASSETS                                                    1,471,479            2,482,013

NET ASSETS:
      Beginning of year                                                        12,436,308            9,954,295
                                                                             ------------         ------------
      End of year                                                            $ 13,907,787         $ 12,436,308
                                                                             ============         ============
CAPITAL SHARE ACTIVITY:
      Shares sold                                                                 311,082              309,619
      Shares issued in reinvestment of distributions to shareholders               56,996               33,523
      Shares redeemed                                                            (154,228)            (160,158)
                                                                             ------------         ------------
      Net increase in shares outstanding                                          213,850              182,984
      Shares outstanding, beginning of year                                     1,119,328              936,344
                                                                             ------------         ------------
      Shares outstanding, end of year                                           1,333,178            1,119,328
                                                                             ============         ============
</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,
                                                          1999            1998            1997            1996            1995
                                                      ------------    ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
NET ASSET VALUE AT BEGINNING OF YEAR                  $      11.11    $      10.63    $      10.32    $      10.36    $      10.02
                                                      ------------    ------------    ------------    ------------    ------------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
     Net investment income                                    0.44            0.45            0.47            0.48            0.45
     Net realized and unrealized gains
         (losses) on investments                             (0.58)           0.48            0.31           (0.04)           0.34
                                                      ------------    ------------    ------------    ------------    ------------
         TOTAL FROM INVESTMENT OPERATIONS                    (0.14)           0.93            0.78            0.44            0.79
                                                      ------------    ------------    ------------    ------------    ------------
DISTRIBUTIONS TO SHAREHOLDERS:
     From net investment income                              (0.44)          (0.45)          (0.47)          (0.48)          (0.45)
     From net realized gains from
         security transactions                               (0.10)             --              --              --              --
                                                      ------------    ------------    ------------    ------------    ------------
         TOTAL DISTRIBUTIONS                                 (0.54)          (0.45)          (0.47)          (0.48)          (0.45)
                                                      ------------    ------------    ------------    ------------    ------------

NET ASSET VALUE AT END OF YEAR                        $      10.43    $      11.11    $      10.63    $      10.32    $      10.36
                                                      ============    ============    ============    ============    ============

TOTAL RETURN                                                -1.36%           8.92%           7.71%           4.33%           8.16%
                                                      ============    ============    ============    ============    ============

NET ASSETS AT END OF YEAR                             $ 13,907,787    $ 12,436,308    $  9,954,295    $  6,400,507    $  4,183,149
                                                      ============    ============    ============    ============    ============

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
     Before expense reimbursements and waived fees           1.41%           1.42%           1.68%           2.24%           2.76%
     After expense reimbursements and
         waived fees (note 3)                                0.85%           0.83%           0.85%           0.85%           0.85%

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS         4.08%           4.15%           4.49%           4.60%           4.56%

PORTFOLIO TURNOVER RATE                                         5%             36%             20%             10%             83%
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 August 31, 1999

<TABLE>
<CAPTION>
                                                                  PRINCIPAL      INTEREST   MATURITY       VALUE
                                                                   AMOUNT          RATE       DATE        (NOTE 1)
                                                                  ---------      --------   ---------   ------------
MUNICIPAL OBLIGATIONS - 97.6%
<S>                                                                <C>             <C>      <C>         <C>
      Appalachian State University, North Carolina
          Utility System Revenue                                   $ 150,000       5.90%    05-15-08    $    161,504
      Asheville, North Carolina
          Water System Revenue                                       150,000       5.50%    08-01-11         153,601
      Buncombe County, North Carolina
          Certificate of Participation                               500,000       5.00%    12-01-12         483,040
      Buncombe County, North Carolina
          Solid Waste System Special Obligation Revenue              200,000       5.60%    03-01-11         205,578
      Cabarrus County, North Carolina
          General Obligation                                         250,000       5.40%    02-01-17         247,928
      Charlotte, North Carolina
          Law Enforcement Facilities Project Series A
          Certificate of Participation                               100,000       6.10%    12-01-15         105,061
      Charlotte, North Carolina
          Public Improvements                                        400,000       5.30%    04-01-08         414,204
      Charlotte, North Carolina
          Water & Sewer General Obligation                           400,000       5.60%    05-01-20         426,952
      Concord, North Carolina
          Utility System Revenue                                     525,000       5.00%    12-01-17         493,804
      Cumberland County, North Carolina
          General Obligation                                         400,000       4.90%    03-01-12         387,928
      Cumberland County, North Carolina
          Hospital Facilities Revenue                                500,000       5.25%    10-01-11         485,610
      Currituck County, North Carolina
          General Obligation                                         300,000       5.40%    04-01-14         301,794
      Duke University Hospital
          Community Hospital Revenue                                 500,000       5.25%    06-01-17         482,610
      Durham, North Carolina
          General Obligation Revenue                                 200,000       5.80%    02-01-12         208,660
      Fayetteville, North Carolina
          Public Works Revenue                                       500,000       5.10%    03-01-15         481,845
      Forsyth County, North Carolina
          General Obligation                                         300,000       4.75%    02-01-13         284,286
      Gaston County, North Carolina
          General Obligation                                         500,000       5.00%    03-01-17         473,745
      Gastonia, North Carolina
          Police Station Project Certificate of Participation        100,000       5.70%    08-01-15         101,624
      Gastonia, North Carolina
          Street Improvements General Obligation                     200,000       5.50%    05-01-13         204,034
      Gastonia, North Carolina
          Street Improvements General Obligation                     400,000       5.50%    05-01-16         402,140
</TABLE>

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 August 31, 1999

<TABLE>
<CAPTION>
                                                                  PRINCIPAL      INTEREST   MATURITY       VALUE
                                                                   AMOUNT          RATE       DATE        (NOTE 1)
                                                                  ---------      --------   ---------   ------------
MUNICIPAL OBLIGATIONS - 97.6% (continued)
<S>                                                                <C>             <C>      <C>         <C>
      Greensboro, North Carolina
          General Obligation Unlimited                             $ 500,000       5.00%    03-01-12    $    493,150
      Johnston County, North Carolina
          General Obligation                                         500,000       5.00%    05-01-18         469,905
      Lincolnton, North Carolina
          Enterprise System Revenue                                  200,000       5.38%    05-01-16         198,572
      Mecklenburg County, North Carolina
          Public Improvement General Obligation                      200,000       5.50%    04-01-11         205,864
      Morganton, North Carolina
          Water & Sewer General Obligation Revenue                   500,000       5.70%    06-01-13         517,815
      Morganton, North Carolina
          Water & Sewer General Obligation Revenue                   100,000       5.70%    06-01-14         103,311
      North Carolina Central University
          Housing System Revenue                                     200,000       5.80%    11-01-17         204,170
      North Carolina Housing Finance Agency
          Home Ownership Series 2-B Revenue                          500,000       5.10%    07-01-17         465,060
      North Carolina Housing Finance Agency
          Multifamily Series A Revenue                               100,000       5.80%    07-01-13         102,712
      North Carolina Housing Finance Agency
          Multifamily Series B Revenue                                50,000       6.00%    07-01-00          50,469
      North Carolina Municipal Power Agency
          Number 1 - Catawba Electric Revenue                        100,000       6.00%    01-01-09         106,304
      North Carolina Municipal Power Agency
          Number 1 - Catawba Electric Revenue                        100,000       5.75%    01-01-15         100,562
      North Carolina State
          Clean Water Series A General Obligation                    100,000       5.80%    06-01-16         107,293
      North Carolina State
          General Obligation                                         500,000       5.10%    06-01-10         504,495
      North Carolina State
          Series A General Obligation                                300,000       5.10%    03-01-07         307,701
      North Carolina State University
          Centennial Campus Series B Revenue                         500,000       5.13%    12-15-16         480,880
      Pitt County, North Carolina
          Memorial Hospital Revenue                                  500,000       5.25%    12-01-12         494,320
      Pitt County, North Carolina
          Memorial Hospital Revenue                                  100,000       5.50%    12-01-15         101,735
      Raleigh, North Carolina
          General Obligation                                         500,000       5.25%    06-01-13         500,445
      University of North Carolina
          General Obligation Revenue                                 500,000       5.40%    05-15-09         495,940
</TABLE>

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 August 31, 1999

<TABLE>
<CAPTION>
                                                                  PRINCIPAL      INTEREST   MATURITY       VALUE
                                                                   AMOUNT          RATE       DATE        (NOTE 1)
                                                                  ---------      --------   ---------   ------------
MUNICIPAL OBLIGATIONS - 97.6% (continued)
<S>                                                                <C>             <C>      <C>         <C>
      Wake Forest University
          Finance Agency Revenue                                   $ 500,000       5.00%    11-01-17    $    468,740
      Winston-Salem, North Carolina
          General Obligation                                         100,000       5.50%    06-01-12         102,950
      Winston-Salem, North Carolina
          Water & Sewer System Revenue                               500,000       4.80%    06-01-10         487,665
                                                                                                        ------------

TOTAL MUNICIPAL OBLIGATIONS (amortized cost $13,792,257)                                                $ 13,576,006

CASH EQUIVALENTS - 1.3%
      Federated North Carolina Municipal Money Market Portfolio      173,633                                 173,633
          (amortized cost $173,633)                                                                     ------------

TOTAL VALUE OF INVESTMENT SECURITIES - 98.9% (amortized cost $13,965,890 (a))                           $ 13,749,639

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.1%                                                                 158,148
                                                                                                        ------------

NET ASSETS - 100.0%                                                                                     $ 13,907,787
                                                                                                        ============
</TABLE>

(a)   As of August 31,  1999,  the cost of  investment  securities  for  federal
      income tax  purposes  was the same as that shown for  financial  statement
      purposes.  Net unrealized  depreciation of $216,251 was comprised of gross
      unrealized   appreciation  and  depreciation  of  $150,298  and  $366,549,
      respectively.

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1999

1.   SIGNIFICANT ACCOUNTING POLICIES

The North  Carolina Tax Free Bond Fund (the Fund) is a no-load,  non-diversified
series of  Albemarle  Investment  Trust  (the  Trust),  an  open-end  management
investment  company  registered  under the  Investment  Company  Act of 1940 and
organized in 1992 as a Massachusetts  business trust.  The Fund began operations
on January 13, 1993.

The investment  objectives of the Fund are 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.  Capital appreciation is of secondary importance. The Fund invests
primarily in debt  instruments  of municipal  issuers  within the state of North
Carolina.  The issuers'  abilities to meet their  obligations may be affected by
economic and legislative 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 (normally 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 determined 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, 1999

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  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.

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, 1999, the Fund has
designated 100% of its  distributions  paid to shareholders  from net investment
income as exempt-interest dividends for federal income tax purposes.

In  addition,  on December  31,  1998,  the Fund  declared  and paid a long-term
capital gain  distribution  of $75,767 or $0.0639 per share. In January of 1999,
shareholders were provided with Form 1099-DIV which reported the amounts and tax
status of capital gain distributions paid during calendar year 1998.

2.   INVESTMENT TRANSACTIONS

Cost  of  purchases  and  proceeds  from  sales  and  maturities  of  investment
securities,  other than  short-term  investments,  amounted  to  $2,719,428  and
$630,173, respectively, for the year ended August 31, 1999.

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, 1999,  the Advisor  waived $41,972 of its
investment advisory fees.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 1999

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement  with the Trust,  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.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency Agreement with the Trust, 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. In
addition,  the Fund pays CFS out-of-pocket  expenses including,  but not limited
to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under  the  terms  of an  Accounting  Services  Agreement  with the  Trust,  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.  In addition,  the
Fund  pays CFS  certain  out-of-pocket  expenses  incurred  by CFS in  obtaining
valuations of the Fund's portfolio securities.

SHAREHOLDER SERVICING PLAN
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, 1999,  the Fund
incurred and waived $34,081 of shareholder servicing fees under the Plan.

<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have  audited the  accompanying  statement of assets and  liabilities  of The
North Carolina Tax Free Bond Fund (the Fund),  a series of Albemarle  Investment
Trust,  including  the  portfolio of  investments,  as of August 31,  1999,  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 years 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
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 1999,  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,  1999,  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.


Dayton, Ohio
October 1, 1999



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