ALBEMARLE INVESTMENT TRUST/
N-30D, 2000-04-28
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================================================================================

                               THE NORTH CAROLINA
                               TAX FREE BOND FUND
                                     [LOGO]

                              A No-Load Mutual Fund

- --------------------------------------------------------------------------------
                               SEMI-ANNUAL REPORT
                                February 29, 2000
                                   (Unaudited)
- --------------------------------------------------------------------------------

                              [LOGO] BOYS, ARNOLD
                                & COMPANY, INC,
                               INVESTMENT ADVISOR
                             Post Office Drawer 5255
                            1272 Hendersonville Road
                      Asheville, North Carolina 28813-5255
                                 1.800.286.8038

                               FUND ADMINISTRATOR
                         Countrywide Fund Services, Inc.
                                312 Walnut Street
                                  P.O. Box 5354
                           Cincinnati, Ohio 45201-5354
                                 1.800.841.0987

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

<PAGE>

March 27, 2000

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

We are pleased to report on the progress of your Fund in this semi-annual report
for the period ending February 29, 2000.

The last six months have been difficult for municipal  bondholders,  as interest
rates have  continued  to rise while the supply of new and  secondary  municipal
bonds remained erratic.

Interest rates increased due to action by the Federal Reserve  predicated on the
exuberant  growth of the  domestic  economy  and the  potential  re-ignition  of
inflation.  Oil prices have climbed to the highest  level in twenty years due to
OPEC's supply  constraints,  while labor availability  tightened further leaving
unemployment at very low levels. In the face of these factors, inflation remains
tame albeit  modestly  drifting  upward from its recent lows.  The  restraint of
inflation  is  due  in  part  to   deflationary   effects  from  intense  global
competition,  corporate productivity improvements and the increasing benefits of
a computer networked economy.

Municipal bond supply  fluctuated as investors moved from the safety of bonds to
the luring returns of technology stocks,  causing bond mutual funds to liquidate
positions.  On the other hand,  municipalities had only modest new bond issuance
due to budget surpluses and, more recently,  reluctance to issue bonds at higher
interest rates.

For the six months ended  February 29,  2000,  the Fund's total return  declined
 .59% (which  includes  both income and price  change)  after all  expenses.  The
Fund's total return  compared  favorably to the average  total return for the 40
North  Carolina  Municipal  Debt Funds which  declined 1.17% as ranked by Lipper
Analytical Services, Inc. for the same period. The Fund's net asset value at the
end of day  February  29,  2000 was $10.14 and the  tax-free  income and capital
gains paid for the period were $.23 and $.01 per share, respectively.

Most economists and market observers  anticipate  additional interest rate hikes
this year from the Federal  Reserve  with the goal of  achieving  the slowing of
domestic  economic  growth.  The  question  remains how many more rate hikes are
ahead and the nature of their effect on the economy and the  financial  markets.
We believe  that  further  rate hikes  support  the thesis that  inflation  will
continue to remain  under  control  going  forward.  We have  already  seen some
positive  impact  on bond  prices  recently  in the  intermediate  to long  term
maturity range as bond yields have declined from their recent highs. Bond prices
can be  expected to rise  further as  investors  gain  further  confidence  that
inflation will not accelerate and may likely subside from current  levels.  As a
result,  we  anticipate  a soft  landing  scenario  for the  economy  and expect
interest  rates to modestly  trend down over time.  This  should  provide a more
favorable environment for bond investors.

On a tax  equivalent  basis,  municipal  bonds  offer quite  attractive  returns
relative to taxable (Treasury and corporate) bonds. In addition, bonds can offer
relative  stability  at a time  when the stock  markets  are  increasingly  more
volatile.  We encourage  investors to maintain a long-term  outlook toward their
investment  in the Fund and to  consider  a plan of regular  investment  through
dollar cost averaging.

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

Sincerely,

John B. Kuhns                       Jon L. Vannice

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                February 29, 2000
                                   (Unaudited)

ASSETS:
      Investment securities, at value
          (amortized cost $14,128,520) (note 1)                    $ 13,637,460
      Interest receivable                                               214,359
      Receivable for capital shares sold                                    500
      Other assets                                                        4,200
                                                                   ------------
           TOTAL ASSETS                                              13,856,519
                                                                   ------------
LIABILITIES:
      Dividends payable                                                   8,849
      Payable for capital shares redeemed                                59,395
      Payable for securities purchased                                  103,380
      Payable to Administrator (note 3)                                   3,061
      Other accrued expenses and liabilities                              4,054
                                                                   ------------
           TOTAL LIABILITIES                                            178,739
                                                                   ------------

NET ASSETS                                                         $ 13,677,780
                                                                   ============
NET ASSETS CONSIST OF:
Paid-in capital                                                    $ 14,279,707
Accumulated net realized losses from security transactions             (110,867)
Net unrealized depreciation on investments                             (491,060)
                                                                   ------------
          NET ASSETS                                               $ 13,677,780
                                                                   ============
Shares of beneficial interest outstanding
      (unlimited number of shares
      authorized, no par value)                                       1,349,199
                                                                   ============
Net asset value, offering price and
      redemption price per share (note 1)                          $      10.14
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                             STATEMENT OF OPERATIONS

                   For the Six Months Ended February 29, 2000
                                   (Unaudited)

INVESTMENT INCOME:
       Interest                                                      $  363,638
                                                                     ----------
EXPENSES:
       Investment advisory fees (note 3)                                 23,918
       Shareholder servicing fees (note 3)                               17,084
       Accounting services fees (note 3)                                 12,000
       Administration fees (note 3)                                      10,229
       Custodian fees                                                     6,425
       Transfer agent fees (note 3)                                       6,000
       Professional fees                                                  4,200
       Insurance expense                                                  3,364
       Pricing costs                                                      3,187
       Trustees' fees and expenses                                        3,047
       Reports to shareholders                                            2,532
       Postage and supplies                                               2,410
       Registration fees                                                     97
                                                                     ----------
            TOTAL EXPENSES                                               94,493
       Investment advisory fees waived (note 3)                         (19,323)
       Shareholder servicing fees waived (note 3)                       (17,084)
                                                                     ----------
            NET EXPENSES                                                 58,086
                                                                     ----------

NET INVESTMENT INCOME                                                   305,552
                                                                     ----------
REALIZED AND UNREALIZED LOSSES ON INVESTMENTS:
       Net realized losses from security transactions                  (110,867)
       Net decrease in unrealized appreciation/
            depreciation on investments                                (274,809)
                                                                     ----------
            NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS          (385,676)
                                                                     ----------

NET DECREASE IN NET ASSETS FROM OPERATIONS                           $  (80,124)
                                                                     ==========

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                             FOR THE          FOR THE
                                                                        SIX MONTHS ENDED     YEAR ENDED
                                                                        FEBRUARY 29, 2000    AUGUST 31,
                                                                           (UNAUDITED)          1999
                                                                           ------------     ------------
FROM OPERATIONS:
<S>                                                                        <C>              <C>
      Net investment income                                                $    305,552     $    556,018
      Net realized gains (losses) from security transactions                   (110,867)          13,241
      Net change in unrealized appreciation/depreciation on investments        (274,809)        (787,235)
                                                                           ------------     ------------
         NET DECREASE IN NET ASSETS FROM OPERATIONS                             (80,124)        (217,976)
                                                                           ------------     ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
      From net investment income                                               (305,552)        (556,018)
      From net realized gains (losses) from security transactions               (13,244)        (115,531)
                                                                           ------------     ------------
         DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS             (318,796)        (671,549)
                                                                           ------------     ------------
FROM CAPITAL SHARE TRANSACTIONS:
      Proceeds from shares sold                                               2,307,095        3,423,074
      Net asset value of shares issued in
           reinvestment of distributions to shareholders                        277,918          622,314
      Payment for shares redeemed                                            (2,416,100)      (1,684,384)
                                                                           ------------     ------------
         NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS             168,913        2,361,004
                                                                           ------------     ------------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                        (230,007)       1,471,479

NET ASSETS:
      Beginning of period                                                    13,907,787       12,436,308
                                                                           ------------     ------------
      End of period                                                        $ 13,677,780     $ 13,907,787
                                                                           ============     ============

CAPITAL SHARE ACTIVITY:
      Shares sold                                                               224,827          311,082
      Shares issued in reinvestment of distributions to shareholders             27,315           56,996
      Shares redeemed                                                          (236,121)        (154,228)
                                                                           ------------     ------------
      Net increase in shares outstanding                                         16,021          213,850
      Shares outstanding, beginning of period                                 1,333,178        1,119,328
                                                                           ------------     ------------
      Shares outstanding, end of period                                       1,349,199        1,333,178
                                                                           ============     ============
</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 Period

<TABLE>
<CAPTION>
                                             FOR THE
                                         SIX MONTHS ENDED                        FOR THE YEARS ENDED AUGUST 31,
                                        FEBRUARY 29, 2000   -----------------------------------------------------------------------
                                           (UNAUDITED)          1999           1998           1997           1996           1995
                                           -----------      -----------    -----------    -----------    -----------    -----------

<S>                                        <C>              <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE AT BEGINNING OF PERIOD     $     10.43      $     11.11    $     10.63    $     10.32    $     10.36    $     10.02
                                           -----------      -----------    -----------    -----------    -----------    -----------
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
     Net investment income                        0.23             0.44           0.45           0.47           0.48           0.45
     Net realized and unrealized gains
        (losses) on investments                  (0.28)           (0.58)          0.48           0.31          (0.04)          0.34
                                           -----------      -----------    -----------    -----------    -----------    -----------
        TOTAL FROM INVESTMENT OPERATIONS         (0.05)           (0.14)          0.93           0.78           0.44           0.79
                                           -----------      -----------    -----------    -----------    -----------    -----------
DISTRIBUTIONS TO SHAREHOLDERS:
     From net investment income                  (0.23)           (0.44)         (0.45)         (0.47)         (0.48)         (0.45)
     From net realized gains
        from security transactions               (0.01)           (0.10)            --             --             --             --
                                           -----------      -----------    -----------    -----------    -----------    -----------
        TOTAL DISTRIBUTIONS                      (0.24)           (0.54)         (0.45)         (0.47)         (0.48)         (0.45)
                                           -----------      -----------    -----------    -----------    -----------    -----------

NET ASSET VALUE AT END OF PERIOD           $     10.14      $     10.43    $     11.11    $     10.63    $     10.32    $     10.36
                                           ===========      ===========    ===========    ===========    ===========    ===========

TOTAL RETURN                                    (0.49)%          (1.36)%         8.92%          7.71%          4.33%          8.16%
                                           ===========      ===========    ===========    ===========    ===========    ===========

NET ASSETS AT END OF PERIOD                $13,677,780      $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                        1.38%(A)         1.41%          1.42%          1.68%          2.24%          2.76%
     After expense reimbursements
          and waived fees (note 3)               0.85%(A)         0.85%          0.83%          0.85%          0.85%          0.85%

RATIO OF NET INVESTMENT INCOME
     TO AVERAGE NET ASSETS                       4.47%(A)         4.08%          4.15%          4.49%          4.60%          4.56%

PORTFOLIO TURNOVER RATE                            30%(A)            5%            36%            20%            10%            83%
</TABLE>

(A)  Annualized.

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
                      THE NORTH CAROLINA TAX FREE BOND FUND
                            PORTFOLIO OF INVESTMENTS

                                February 29, 2000
                                   (Unaudited)

                                                            PRINCIPAL      INTEREST        MATURITY            VALUE
                                                              AMOUNT         RATE            DATE             (NOTE 1)
                                                                ($)                                              ($)
MUNICIPAL OBLIGATIONS -  96.1%
<S>                                                          <C>             <C>            <C>              <C>
 Appalachian State University, North Carolina
    Utility System Revenue                                    150,000         5.90%         05-15-08            157,962

 Asheville, North Carolina
    Water System Revenue                                      150,000         5.50%         08-01-11            151,401

 Buncombe County, North Carolina
    Certificate of Participation                              500,000         5.00%         12-01-12            472,435

 Buncombe County, North Carolina
    Solid Waste System Special Obligation Revenue             200,000         5.60%         03-01-11            202,442

 Cabarrus County, North Carolina
    General Obligation                                        250,000         5.40%         02-01-17            241,282

 Charlotte, North Carolina
    Law Enforcement Facilities Project Series A
    Certificate of Participation                              100,000         6.10%         12-01-15            101,591

 Charlotte, North Carolina
    Public Improvements                                       400,000         5.30%         04-01-08            404,964

 Charlotte, North Carolina
    Water & Sewer General Obligation                          400,000         5.60%         05-01-20            416,740

 Cumberland County, North Carolina
    Hospital Facilities Revenue                               500,000         5.25%         10-01-11            459,565

 Currituck County, North Carolina
    General Obligation                                        300,000         5.40%         04-01-14            296,202

 Duke University Hospital
    Community Hospital Revenue                                500,000         5.25%         06-01-17            457,475

 Durham, North Carolina
    General Obligation Revenue                                200,000         5.80%         02-01-12            207,366

 Fayetteville, North Carolina
    Public Works Revenue                                      500,000         5.10%         03-01-15            464,530

 Gaston County, North Carolina
    General Obligation                                        500,000         5.00%         03-01-17            455,605

<PAGE>

<CAPTION>
                      THE NORTH CAROLINA TAX FREE BOND FUND
                            PORTFOLIO OF INVESTMENTS

                                February 29, 2000
                                   (Unaudited)

                                                            PRINCIPAL      INTEREST        MATURITY            VALUE
                                                              AMOUNT         RATE            DATE             (NOTE 1)
                                                                ($)                                              ($)
MUNICIPAL OBLIGATIONS -  96.1%
<S>                                                          <C>             <C>            <C>              <C>
 Gaston, North Carolina
    Memorial Hospital Project Revenue                         600,000         5.50%         02-15-15            557,754

 Gastonia, North Carolina
    Police Station Project Certificate of Participation       100,000         5.70%         08-01-15             99,893

 Gastonia, North Carolina
    Street Improvements General Obligation                    200,000         5.50%         05-01-13            200,728

 Gastonia, North Carolina
    Street Improvements General Obligation                    400,000         5.50%         05-01-16            393,660

 Greensboro, North Carolina
    General Obligation Unlimited                              500,000         5.00%         03-01-12            482,495

 Johnston County, North Carolina
    General Obligation                                        500,000         5.00%         05-01-18            450,715

 Lincolnton, North Carolina
    Enterprise System Revenue                                 200,000         5.38%         05-01-16            191,950

 Mecklenburg County, North Carolina
    Public Improvement General Obligation                     200,000         5.50%         04-01-11            203,816

 Morganton, North Carolina
    Water & Sewer General Obligation Revenue                  500,000         5.70%         06-01-13            511,170

 North Carolina Central University
    Housing System Revenue                                    200,000         5.80%         11-01-17            200,116

 North Carolina Educational Facilities Finance Agency
    Elon College Project Revenue                              100,000         6.38%         01-01-14            102,282

 North Carolina Housing Finance Agency
    Home Ownership Series 2-B Revenue                         500,000         5.10%         07-01-17            456,190

 North Carolina Housing Finance Agency
    Home Ownership Series 6-B Revenue                         400,000         5.45%         01-01-11            400,376

 North Carolina Housing Finance Agency
    Multifamily Series A Revenue                              100,000         5.80%         07-01-13            100,168

<PAGE>

<CAPTION>
                      THE NORTH CAROLINA TAX FREE BOND FUND
                            PORTFOLIO OF INVESTMENTS

                                February 29, 2000
                                   (Unaudited)

                                                            PRINCIPAL      INTEREST        MATURITY            VALUE
                                                              AMOUNT         RATE            DATE             (NOTE 1)
                                                                ($)                                              ($)
MUNICIPAL OBLIGATIONS -  96.1%
<S>                                                          <C>             <C>            <C>              <C>
 North Carolina Housing Finance Agency
    Multifamily Series B Revenue                               50,000         6.00%         07-01-00             50,122

 North Carolina Municipal Power Agency
    Number 1 - Catawba Electric Revenue                       100,000         6.00%         01-01-09            104,165

 North Carolina Municipal Power Agency
    Number 1 - Catawba Electric Revenue                       100,000         5.75%         01-01-15             99,400

 North Carolina State
    Clean Water Series A General Obligation                   100,000         5.80%         06-01-04            104,960

 North Carolina State
    General Obligation                                        500,000         5.10%         06-01-10            495,555

 North Carolina State University
    Centennial Campus Series B Revenue                        500,000         5.13%         12-15-16            462,120

 Piedmont Triad Airport Authority
    North Carolina Series A Revenue                           300,000         5.63%         07-01-14            300,348

 Piedmont Triad Airport Authority
    North Carolina Series A Revenue                           200,000         5.88%         07-01-19            200,392

 Pitt County, North Carolina
    Memorial Hospital Revenue                                 500,000         5.25%         12-01-12            476,270

 Pitt County, North Carolina
    Memorial Hospital Revenue                                 100,000         5.50%         12-01-15             98,747

 Raleigh, North Carolina
    General Obligation                                        500,000         5.25%         06-01-13            491,065

 University of North Carolina
    General Obligation Revenue                                500,000         5.40%         05-15-09            481,150

 Wake Forest University
    Finance Agency Revenue                                    500,000         5.00%         11-01-17            448,955

 Wilmington, North Carolina
    Water & Sewer System Revenue                              400,000         5.40%         06-01-13            394,752

<PAGE>

<CAPTION>
                      THE NORTH CAROLINA TAX FREE BOND FUND
                            PORTFOLIO OF INVESTMENTS

                                February 29, 2000
                                   (Unaudited)

                                                            PRINCIPAL      INTEREST        MATURITY            VALUE
                                                              AMOUNT         RATE            DATE             (NOTE 1)
                                                                ($)                                              ($)
MUNICIPAL OBLIGATIONS -  96.1%
<S>                                                          <C>             <C>            <C>              <C>
 Winston-Salem, North Carolina
    General Obligation                                        100,000         5.50%         06-01-12            101,777
                                                                                                           ------------
TOTAL MUNICIPAL OBLIGATIONS -  96.1% (AMORTIZED COST $13,641,711)                                          $ 13,150,651

CASH EQUIVALENTS -  3.6%
 Federated North Carolina Municipal Money Market Portfolio
    (amortized cost $486,809)                                                                              $    486,809
                                                                                                           ------------

TOTAL VALUE OF INVESTMENT SECURITIES - 99.7% (AMORTIZED COST $14,128,520) (A)                              $ 13,637,460

OTHER ASSETS IN EXCESS OF LIABILITIES - 0.3%                                                                     40,320
                                                                                                           ------------
NET ASSETS - 100.0%                                                                                        $ 13,677,780
                                                                                                           ============
</TABLE>

(a)  As of February  29, 2000,  the cost of  investment  securities  for federal
     income  tax  purposes  was the same as that shown for  financial  statement
     purposes.  Net unrealized  depreciation  of $491,060 was comprised of gross
     unrealized   appreciation   and   depreciation  of  $79,502  and  $570,562,
     respectively.

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 2000
                                   (Unaudited)

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
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 six months ended February 29, 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.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 2000
                                   (Unaudited)

2.   INVESTMENT TRANSACTIONS

Cost  of  purchases  and  proceeds  from  sales  and  maturities  of  investment
securities,  other than  short-term  investments,  amounted  to  $1,962,766  and
$2,004,742, respectively, for the six months ended February 29, 2000.

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 six months ended  February 29, 2000, the Advisor waived $19,323
of its investment advisory fees.

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 six months ended February 29, 2000, the
Fund incurred and waived $17,084 of shareholder servicing fees under the Plan.



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