ALBEMARLE INVESTMENT TRUST/
N-30D, 2000-10-18
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================================================================================

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

                               No Load Mutual Fund

                                  ANNUAL REPORT
                                 August 31, 2000


         INVESTMENT ADVISOR                              ADMINISTRATOR
         ------------------                              -------------
       BOYS, ARNOLD & COMPANY                     INTEGRATED FUND SERVICES, INC.
       Post Office Drawer 5255                       221 East Fourth Street
      1272 Hendersonville Road                            P.O. Box 5354
Asheville, North Carolina 28813-5255                 Cincinnati, Ohio 45202
           1.800.286.8038                                1.800.841.0987

================================================================================

<PAGE>

September 14, 2000

To the Shareholders of the North Carolina Tax Free Bond Fund:

We are pleased to report on the progress of your Fund for the fiscal year ending
August 31, 2000.

Fiscal year 2000 was a much better period for municipal  bond  investors and the
Fund  compared  with the previous  year.  Although  municipal  bond issuance and
supply  remained  erratic  at times  during  the  year,  the  effect  of  rising
short-term interest rates by the Federal Reserve provided investors with greater
confidence in the long-term  inflation  outlook.  Consequently,  intermediate to
longer term  interest  rates  declined.  This had a positive  impact on the Fund
since it is mostly comprised of longer-term municipal issues.

For the fiscal year ending  August 31,  2000,  the Fund's total return was +6.3%
(which includes both income and price change). This return compares favorably to
the average annual total return for the 40 North  Carolina  Municipal Debt Funds
which increased +5.2% as ranked by Lipper Analytical Services, Inc. For the same
period,  the Lehman  Municipal  Bond Index, a national bond index with a shorter
duration and lower average  quality,  increased  6.8%. For the year and the last
three years ending  August 31, 2000,  the Fund ranked in the top quartile of the
Lipper universe of North Carolina Municipal Debt Funds.

The Fund  maintains a high  quality  portfolio  of  exclusively  North  Carolina
municipal  bonds,  with an  average  maturity  of almost 14 years and an average
credit  quality of AA+ as measured by Standard  and Poor's  Corporation  quality
ratings.  The  Fund's  net asset  value on August  31,  2000 was  $10.59 and the
tax-free  income  and  capital  gains paid for the year then ended were $.46 and
$.01 per share, respectively.

The adept  handling of the economy by the Federal  Reserve has set the stage for
slower U.S.  economic  growth and an expected "soft landing".  Continued  modest
inflation  coupled  with the  highest  year  over  year  productivity  trends in
seventeen  years leaves room for bond yields to fall further in the coming year.
These  conditions  have  helped to offset the  effects of rising oil prices that
appear to be peaking  and may well begin to subside as the U.S.  moves away from
the peak demand period and OPEC increases  production  output again. This should
continue  to  provide  a  stable  to  improving  environment  for  fixed  income
investors.

High quality  municipal  bonds continue to offer investors  attractive  tax-free
returns  with  relatively  greater  safety  than  can be  found  in  most  other
investments.  They also can offer  stability  to a portfolio  in periods of high
volatility in the stock markets. We encourage investors to take a long-term view
of their  investment in the Fund and to consider a plan of dollar cost averaging
as a disciplined investment approach.

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
11/30/99       0.01%     15,005           11/30/99      -0.45%      13,905
02/29/00      -0.03%     15,000           02/29/00      -0.04%      13,899
05/31/00       1.05%     15,158           05/31/00       0.55%      13,975
08/31/00       5.68%     16,019           08/31/00       6.24%      14,847

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*
               ------         -------        ----------------
                6.30%           5.12%             5.31%
--------------------------------------------------------------------------------
* Commencement of operations was January 13, 1993.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                August 31, 2000


ASSETS:
    Investment securities, at value (amortized cost
       $13,686,055) (note 1)                                         13,799,066
    Interest receivable                                                 209,131
    Receivable for capital shares sold                                      500
    Other assets                                                          3,238
                                                                   ============
         TOTAL ASSETS                                                14,011,935
                                                                   ------------
LIABILITIES:
    Bank overdraft                                                       10,031
    Dividends payable                                                    18,455
    Payable to Advisor (note 3)                                           4,293
    Payable to Administrator (note 3)                                     4,760
    Other accrued expenses and liabilities                                6,489
                                                                   ------------
         TOTAL LIABILITIES                                               44,028
                                                                   ------------

NET ASSETS                                                         $ 13,967,907
                                                                   ============
NET ASSETS CONSIST OF:
Paid-in capital                                                    $ 13,977,800
Accumulated net realized losses from security transactions             (122,904)
Net unrealized appreciation on investments                              113,011
                                                                   ============
         NET ASSETS                                                $ 13,967,907
                                                                   ============
Shares of beneficial interest outstanding (unlimited
     number of shares authorized, no par value)                       1,319,562
                                                                   ============

Net asset value, offering price and redemption
     price per share (note 1)                                      $      10.59
                                                                   ============

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                             STATEMENT OF OPERATIONS

                       For the Year Ended August 31, 2000

INVESTMENT INCOME:
    Interest                                                       $    733,362
                                                                   ------------
EXPENSES:
    Investment advisory fees (note 3)                                    48,035
    Shareholder servicing fees (note 3)                                  34,310
    Accounting services fees (note 3)                                    24,000
    Administration fees (note 3)                                         20,570
    Transfer agent fees (note 3)                                         12,000
    Custodian fees                                                       11,953
    Professional fees                                                     8,400
    Insurance expense                                                     6,602
    Pricing costs                                                         6,269
    Postage and supplies                                                  6,149
    Trustees' fees and expenses                                           5,486
    Reports to shareholders                                               2,832
    Registration fees                                                       172
                                                                   ------------
         TOTAL EXPENSES                                                 186,778
    Investment advisory fees waived (note 3)                            (35,812)
    Shareholder servicing fees waived (note 3)                          (34,310)
                                                                   ------------
         NET EXPENSES                                                   116,656
                                                                   ------------

NET INVESTMENT INCOME                                                   616,706
                                                                   ------------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
    Net realized losses from security transactions                     (122,904)
    Net change in unrealized appreciation/
         depreciation on investments                                    329,262
                                                                   ------------
         NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS               206,358
                                                                   ------------

NET INCREASE IN NET ASSETS FROM OPERATIONS                         $    823,064
                                                                   ============

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                               Year Ended      Year Ended
                                                                               August 31,      August 31,
                                                                                  2000            1999
                                                                              ============    ============

<S>                                                                           <C>             <C>
FROM OPERATIONS:
    Net investment income                                                     $    616,706    $    556,018
    Net realized gains (losses) from security transactions                        (122,904)         13,241
    Net change in unrealized appreciation/depreciation on investments              329,262        (787,235)
                                                                              ============    ============
         NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                     823,064        (217,976)
                                                                              ------------    ------------

DISTRIBUTIONS TO SHAREHOLDERS:
    From net investment income                                                    (616,706)       (556,018)
    From net realized gains from security transactions                             (13,244)       (115,531)
                                                                              ============    ============
         DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS                (629,950)       (671,549)
                                                                              ============    ============

FROM CAPITAL SHARE TRANSACTIONS:
    Proceeds from shares sold                                                    3,376,543       3,423,074
    Net asset value of shares issued in
         reinvestment of distributions to shareholders                             532,626         622,314
    Payment for shares redeemed                                                 (4,042,163)     (1,684,384)
                                                                              ============    ============
         NET INCREASE (DECREASE) IN NET ASSETS FROM
             CAPITAL SHARE TRANSACTIONS                                           (132,994)      2,361,004
                                                                              ============    ============

TOTAL INCREASE IN NET ASSETS                                                        60,120       1,471,479

NET ASSETS:
    Beginning of year                                                           13,907,787      12,436,308
                                                                              ============    ============
    End of year                                                               $ 13,967,907    $ 13,907,787
                                                                              ============    ============

CAPITAL SHARE ACTIVITY:
    Shares sold                                                                    327,351         311,082
    Shares issued in reinvestment of distributions to shareholders                  51,953          56,996
    Shares redeemed                                                               (392,920)       (154,228)
                                                                              ------------    ------------
    Net increase/decrease in shares outstanding                                    (13,616)        213,850
    Shares outstanding, beginning of year                                        1,333,178       1,119,328
                                                                              ------------    ------------
    Shares outstanding, end of year                                              1,319,562       1,333,178
                                                                              ============    ============
</TABLE>

<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,
                                                                  2000          1999          1998          1997          1996
                                                              ------------  ------------  ------------  ------------  ------------
<S>                                                           <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE AT BEGINNING OF YEAR                          $      10.43  $      11.11  $      10.63  $      10.32  $      10.36
                                                              ------------  ------------  ------------  ------------  ------------

INCOME (LOSS) FROM INVESTMENT OPERATIONS:
    Net investment income                                             0.46          0.44          0.45          0.47          0.48
    Net realized and unrealized gains (losses) on investment          0.17         (0.58)         0.48          0.31         (0.04)
                                                              ------------  ------------  ------------  ------------  ------------
TOTAL FROM INVESTMENT OPERATIONS                                      0.63         (0.14)         0.93          0.78          0.44
                                                              ------------  ------------  ------------  ------------  ------------

DISTRIBUTIONS TO SHAREHOLDERS:
    From net investment income                                       (0.46)        (0.44)        (0.45)        (0.47)        (0.48)
    From net realized gains from security transactions               (0.01)        (0.10)           --            --            --
                                                              ------------  ------------  ------------  ------------  ------------
TOTAL DISTRIBUTIONS                                                  (0.47)        (0.54)        (0.45)        (0.47)        (0.48)
                                                              ------------  ------------  ------------  ------------  ------------

NET ASSET VALUE AT END OF YEAR                                $      10.59  $      10.43  $      11.11  $      10.63  $      10.32
                                                              ============  ============  ============  ============  ============

TOTAL RETURN                                                          6.30%        (1.36%)        8.92%         7.71%         4.33%
                                                              ============  ============  ============  ============  ============

NET ASSETS AT END OF YEAR                                     $ 13,967,907  $ 13,907,787  $ 12,436,308  $  9,954,295  $  6,400,507
                                                              ============  ============  ============  ============  ============

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
    Before expense reimbursements and waived fees                     1.36%         1.41%         1.42%         1.68%         2.24%
    After expense reimbursements and waived fees (note 3)             0.85%         0.85%         0.83%         0.85%         0.85%

         RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSET          4.50%         4.08%         4.15%         4.49%         4.60%

         PORTFOLIO TURNOVER RATE                                        19%            5%           36%           20%           10%
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 August 31, 2000

<TABLE>
<CAPTION>
                                                 PRINCIPAL    INTEREST     MATURITY        VALUE
                                                   AMOUNT       RATE         DATE         (NOTE 1)
                                                   ------       ----         ----         --------
                                                     ($)                                     ($)
MUNICIPAL OBLIGATIONS -  98.1%
<S>                                                <C>          <C>        <C>             <C>
 Appalachian State University, North Carolina
    Utility System Revenue                         150,000      5.90%      05-15-08        160,210
 Asheville, North Carolina
    Water System Revenue                           150,000      5.50%      08-01-11        156,741
 Buncombe County, North Carolina
    Certificate of Participation                   500,000      5.00%      12-01-12        498,150
 Buncombe County, North Carolina
    Solid Waste System Special
    Obligation Revenue                             200,000      5.60%      03-01-11        208,572
 Cabarrus County, North Carolina
    General Obligation                             250,000      5.40%      02-01-17        252,322
 Charlotte, North Carolina
    Law Enforcement Facilities Project
    Series A Certificate of Participation          100,000      6.10%      12-01-15        104,307
 Charlotte, North Carolina
    Public Improvements                            400,000      5.30%      04-01-08        416,812
 Charlotte, North Carolina
    Storm Water Revenue                            500,000      6.00%      06-01-20        527,935
 Charlotte, North Carolina
    Water & Sewer General Obligation               400,000      5.60%      05-01-20        428,400
 Cumberland County, North Carolina
    Hospital Facilities Revenue                    500,000      5.25%      10-01-11        483,665
 Currituck County, North Carolina
    General Obligation                             300,000      5.40%      04-01-14        308,337
 Duke University Hospital
    Community Hospital Revenue                     500,000      5.25%      06-01-17        483,730
 Durham, North Carolina
    General Obligation Revenue                     200,000      5.80%      02-01-12        210,896
</TABLE>

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 August 31, 2000

<TABLE>
<CAPTION>
                                                 PRINCIPAL    INTEREST     MATURITY        VALUE
                                                   AMOUNT       RATE         DATE         (NOTE 1)
                                                   ------       ----         ----         --------
                                                     ($)                                    ($)
MUNICIPAL OBLIGATIONS -  98.1%
<S>                                                <C>          <C>        <C>             <C>
 Fayetteville, North Carolina
    Public Works Revenue                           500,000      5.10%      03-01-15        492,455
 Gaston County, North Carolina
    General Obligation                             500,000      5.00%      03-01-17        483,105
 Gaston, North Carolina
    Memorial Hospital Project Revenue              600,000      5.50%      02-15-15        590,592
 Gastonia, North Carolina
    Police Station Project Certificate
    of Participation                               100,000      5.70%      08-01-15        102,426
 Gastonia, North Carolina
    Street Improvements General Obligation         200,000      5.50%      05-01-13        208,474
 Gastonia, North Carolina
    Street Improvements General Obligation         400,000      5.50%      05-01-16        411,852
 Greensboro, North Carolina
    General Obligation Unlimited                   500,000      5.00%      03-01-12        505,235
 Johnston County, North Carolina
    General Obligation                             500,000      5.00%      05-01-18        479,570
 Lincolnton, North Carolina
    Enterprise System Revenue                      200,000      5.38%      05-01-16        201,364
 Mecklenburg County, North Carolina
    Public Improvement General Obligation          200,000      5.50%      04-01-11        208,194
 Morganton, North Carolina
    Water & Sewer General Obligation Revenue       500,000      5.70%      06-01-13        523,195
 North Carolina Central University
    Housing System Revenue                         200,000      5.80%      11-01-17        207,402
 North Carolina Educational Facilities Finance
    Agency Elon College Project Revenue            100,000      6.38%      01-01-14        104,211
 North Carolina Housing Finance Agency
    Home Ownership Series 2-B Revenue              500,000      5.10%      07-01-17        478,610
</TABLE>

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 August 31, 2000

<TABLE>
<CAPTION>
                                                 PRINCIPAL    INTEREST     MATURITY        VALUE
                                                   AMOUNT       RATE         DATE         (NOTE 1)
                                                   ------       ----         ----         --------
                                                     ($)                                    ($)
<S>                                                <C>          <C>        <C>             <C>
MUNICIPAL OBLIGATIONS -  98.1%
 North Carolina Housing Finance Agency
    Home Ownership Series 6-B Revenue              400,000      5.45%      01-01-11        412,236
 North Carolina Housing Finance Agency
    Multifamily Series A Revenue                    95,000      5.80%      07-01-13         96,705
 North Carolina Municipal Power Agency
    Number 1 - Catawba Electric Revenue            100,000      6.00%      01-01-09        108,298
 North Carolina Municipal Power Agency
    Number 1 - Catawba Electric Revenue            100,000      5.75%      01-01-15        101,120
 North Carolina State
    Clean Water Series A General Obligation        100,000      5.80%      06-01-04        106,518
 North Carolina State University
    Centennial Campus Series B Revenue             500,000      5.13%      12-15-16        492,100
 Piedmont Triad Airport Authority
    North Carolina Series A Revenue                300,000      5.63%      07-01-14        312,456
 Piedmont Triad Airport Authority
    North Carolina Series A Revenue                200,000      5.88%      07-01-19        208,696
 Pitt County, North Carolina
    Memorial Hospital Revenue                      500,000      5.25%      12-01-12        504,300
 Pitt County, North Carolina
    Memorial Hospital Revenue                      100,000      5.50%      12-01-15        101,905
 Raleigh, North Carolina
    General Obligation                             500,000      5.25%      06-01-13        512,590
 University of North Carolina
    General Obligation Revenue                     500,000      5.40%      05-15-09        503,755
 Wake Forest University
    Finance Agency Revenue                         500,000      5.00%      11-01-17        481,555
 Wilmington, North Carolina
    Water & Sewer System Revenue                   400,000      5.40%      06-01-13        412,476
</TABLE>

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                 August 31, 2000

<TABLE>
<CAPTION>
                                                 PRINCIPAL    INTEREST     MATURITY        VALUE
                                                   AMOUNT       RATE         DATE         (NOTE 1)
                                                   ------       ----         ----         --------
                                                     ($)                                    ($)
MUNICIPAL OBLIGATIONS -  98.1%
<S>                                                <C>          <C>        <C>       <C>
 Winston-Salem, North Carolina
    General Obligation                             100,000      5.50%      06-01-12        104,314
                                                                                     -------------

TOTAL MUNICIPAL OBLIGATIONS - 98.1% (AMORTIZED COST $13,582,775)                     $  13,695,786

CASH EQUIVALENTS -  0.7%
 Federated North Carolina Municipal Money Market Portfolio
    (amortized cost $103,280)                                                        $     103,280
                                                                                     -------------

TOTAL VALUE OF INVESTMENT SECURITIES - 98.8% (AMORTIZED COST $13,686,055) (A)        $  13,799,066

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.2%                                               168,841
                                                                                     -------------

NET ASSETS - 100.0%                                                                  $  13,967,907
                                                                                     =============
</TABLE>

(a)  As of August 31, 2000, the cost of investment securities for federal income
     tax purposes was the same as that shown for financial  statement  purposes.
     Net unrealized  appreciation of $113,011 was comprised of gross  unrealized
     appreciation and depreciation of $285,914 and $172,903, respectively.

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 August 31, 2000

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.

ESTIMATES  --  The  preparation  of  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
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, 2000, 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 November  30,  1999,  the Fund  declared  and paid a long-term
capital gain  distribution  of $12,396 or $0.0093 per share. In January of 2000,
shareholders were provided with Form 1099-DIV which reported the amounts and tax
status of capital gain distributions paid during calendar year 1999.

As of August 31,  2000,  the Fund had a capital  loss  carryforward  for federal
income tax  purposes  of  $15,622,  which will  expire on August  31,  2008.  In
addition,  during the period from November 1, 1999 through  August 31, 2000, the
Fund had net realized  capital  losses of $107,282 which are treated for federal
income tax  purposes  as arising  during the Fund's tax year  ending  August 31,
2001. These capital loss carryforwards and "post-October" losses may be utilized
in  future  years  to  offset  net  realized  capital  gains,  if any,  prior to
distributing such gains to shareholders.

2.   INVESTMENT TRANSACTIONS

Cost  of  purchases  and  proceeds  from  sales  and  maturities  of  investment
securities,  other than  short-term  investments,  amounted  to  $2,462,766  and
$2,548,267 respectively, for the year ended August 31, 2000.

3.   TRANSACTIONS WITH AFFILIATES

Certain officers of the Trust are also officers of Boys, Arnold & Company,  Inc.
(the Advisor),  or of Integrated Fund Services,  Inc. (IFS), 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, 2000,  the Advisor  waived $35,812 of its
investment advisory fees.

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement  with the Trust,  IFS  supplies
non-investment  related administrative and compliance services for the Fund. IFS
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,  IFS  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, IFS 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,  IFS  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 IFS 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,  IFS
calculates the daily net asset value per share and maintains the financial books
and records of the Fund. For these  services,  IFS receives a monthly fee, based
on current  asset levels,  of $2,000 per month from the Fund.  In addition,  the
Fund  pays IFS  certain  out-of-pocket  expenses  incurred  by IFS 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 IFS.  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, 2000,  the Fund
incurred and waived $34,310 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, 2000, and the
related  statement of  operations  for the year then ended,  the  statements  of
changes in net assets for each of the two years in the period  then  ended,  and
the  financial  highlights  for each of the five 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.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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,  2000,  by  correspondence  with the  Fund's
custodian and broker. 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 referred to
above present fairly, in all material  respects,  the financial  position of The
North  Carolina  Tax Free Bond Fund as of August 31,  2000,  the  results of its
operations,  the changes in its net assets and its financial  highlights for the
respective stated periods,  in conformity with accounting  principles  generally
accepted in the United States of America.

                                        /s/ Deloitte & Touche LLP

Dayton, Ohio
September 29, 2000



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