CENTURA FUNDS INC
485BPOS, 1996-08-28
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                                                  Registration  Nos.  33-75926
                                                                      811-8384
   
As filed with the Securities and Exchange Commission on August 28, 1996
    
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                    FORM N-1A
  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              X
          Pre-Effective  Amendment  No.
          Post-Effective Amendment No.     5                           X
                           and/or
   REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X
               Amendment No.               7                           X
                 (Check appropriate box or boxes)
    
                               CENTURA FUNDS, INC.
               (Exact name of Registrant as specified in charter)

                                 237 Park Avenue
                            New York, New York 10017
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)
       Registrant's Telephone Number, including Area Code: (212) 808-3901
                    ----------------------------------------

                                 John J. Pileggi
                                 230 Park Avenue
                            New York, New York 10169
                     --------------------------------------
                     (Name and Address of Agent for Service)

                                 with a copy to:
Jeffrey L. Steele, Esq.                              Joan V. Fiore, Esq.
Dechert Price & Rhoads                               Furman Selz LLC
1500 K Street, N.W.                                  230 Park Avenue
Washington, D.C.  20005                              New York, New York  10169

It is proposed that this filing will become effective:
(check appropriate box)
   
 X    immediately  upon filing pursuant to paragraph (b)
___   on (date) pursuant to paragraph (b) 
___   60 days after filing pursuant to paragraph (a)(1)
___   on (date) pursuant to paragraph (a)(1)
___   75 days after  filing  pursuant  to paragraph (a)(2)
___   on (date) pursuant to paragraph (a)(2) of rule 485

         Registrant has registered an indefinite  number of shares of its Common
Stock under the  Securities Act of 1933 pursuant to the provisions of Rule 24f-2
under the Investment  Company Act of 1940.  Registrant filed a Rule 24f-2 Notice
for its fiscal  year  ended  April 30,  1996 with the  Securities  and  Exchange
Commission on June 14, 1996.
    

<PAGE>



                               CENTURA FUNDS, INC.
                              CROSS REFERENCE SHEET
                              Pursuant to Rule 495
                        under the Securities Act of 1933

N-lA Item No.                     Location
- -------------                     -----------
Part A                            Prospectus Caption
Item 1.                           Cover  Page
Item 2.                           Highlights
Item 3.                           N/A
Item 4.                           The Funds; Description of
                                  Securities and Investment
                                  Practices; Investment Restrictions
Item 5.                           Management of the Funds; Portfolio
                                  Transactions
Item 5A                           N/A
Item 6.                           Other Information; Dividends,
                                  Distributions and Federal Income
                                  Taxation
Item 7.                           Fund Share Valuation; Purchase of
                                  Fund Shares; Management of the
                                  Funds
Item 8.                           Redemption of Fund Shares
Item 9.                           N/A


                                  Heading in Statement of
Part B                            Additional Information
- ------                            -----------------------
Item 10.                          Cover Page
Item 11.                          Table of Contents
Item 12.                          N/A
Item 13.                          Investment Policies
Item 14.                          Management
Item 15.                          Other Information
Item 16.                          Management
Item 17.                          Portfolio Transactions
Item 18.                          Other Information
Item 19.                          Purchase of Fund Shares;
                                  Redemption of Fund Shares
Item 20.                          Taxation
Item 21.                          Management
Item 22.                          Other Information
Item 23.                          Financial Statements




<PAGE>




                               CENTURA FUNDS, INC.
                        Class A Shares and Class B Shares

                                 237 Park Avenue
                            New York, New York 10017
                        General and Account Information:
                                 (800) 442-3688

                             CENTURA BANK - Adviser
                   FURMAN SELZ LLC - Administrator and Sponsor
                  CENTURA FUNDS DISTRIBUTOR, INC. - Distributor


         This  Prospectus  describes  the four  Funds (the  "Funds")  comprising
Centura Funds, Inc. (the "Company"), a registered open-end management investment
company  advised  by  Centura  Bank (the  "Adviser").  Each  Fund is a  separate
portfolio of the Company. The Funds described in this Prospectus are:

                           Centura Equity Growth Fund
                           Centura Equity Income Fund
                           Centura Federal Securities Income Fund
                           Centura North Carolina Tax-Free Bond Fund

         This Prospectus  relates to Class A shares and Class B shares which are
sold to the  public as an  investment  vehicle  for  individuals,  institutions,
corporations  and  fiduciaries.  Class  C  shares,  available  only  to  certain
institutional  investors,  are  not  offered  hereby.  (See  "Other  Information
Capitalization").  Class A shares and Class B shares each bear certain  expenses
related  to their  distribution,  calculated  at an  annual  rate and based on a
percentage of the average daily net assets of the class.

         SHARES OF THE FUNDS ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR GUARANTEED
OR  ENDORSED  BY, ANY BANK,  AND FUND  SHARES ARE NOT  FEDERALLY  INSURED BY THE
FEDERAL DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY.  INVESTMENTS IN MUTUAL FUNDS, SUCH AS THE FUNDS, INVOLVE RISK, INCLUDING
POSSIBLE LOSS OF PRINCIPAL.

         This  Prospectus  sets forth  concisely  the  information a prospective
investor should know before investing in any of the Funds and should be read and
retained for information about each Fund.
   
         A Statement of  Additional  Information  (the "SAI"),  dated August 28,
1996,  containing  additional and more detailed information about the Funds, has
been filed with the  Securities  and Exchange  Commission  ("SEC") and is hereby
incorporated  by reference into the Prospectus.  It is available  without charge
and can be  obtained  by  writing  or  calling  the  Funds  at the  address  and
information numbers printed above.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The Date of this Prospectus is August 28, 1996
    

<PAGE>



                                TABLE OF CONTENTS


HIGHLIGHTS...............................................................  3

FUND EXPENSES............................................................  6

FINANCIAL HIGHLIGHTS..................................................... 12

THE FUNDS................................................................ 15

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES....................... 19

INVESTMENT RESTRICTIONS.................................................. 28

RISKS OF INVESTING IN THE FUNDS.......................................... 30

MANAGEMENT OF THE FUNDS.................................................. 35

PRICING OF FUND SHARES................................................... 41

MINIMUM PURCHASE REQUIREMENTS............................................ 45

PURCHASE OF FUND SHARES.................................................. 45

RETIREMENT PLAN ACCOUNTS................................................. 48

EXCHANGE OF FUND SHARES.................................................. 48

REDEMPTION OF FUND SHARES................................................ 49

PORTFOLIO TRANSACTIONS................................................... 54

FUND SHARE VALUATION..................................................... 55

DIVIDENDS, DISTRIBUTIONS, AND FEDERAL INCOME TAXATION.................... 56

OTHER INFORMATION........................................................ 59

APPENDIX ................................................................ 64






                                        2

<PAGE>



                                   HIGHLIGHTS

The Funds

         This prospectus describes the four Funds comprising Centura Funds, Inc.
(the "Company").  Each Fund has a distinct investment objective and policies, as
described below. The investment  objective of each Fund is a fundamental  policy
of that Fund and may not be changed without approval of the Fund's shareholders.
See "The Funds." The Funds and their  investment  objectives and policies are as
follows:

         -        Centura Equity Growth Fund - This Fund's objective is
                  long-term capital appreciation.  It invests in a
                  diversified portfolio comprised mainly of publicly
                  traded common and preferred stocks and securities
                  convertible into or exchangeable for common stock.
                  Although its investments will be principally in
                  securities of U.S.-based companies, it may also invest
                  in securities of foreign issuers, generally in the form
                  of American Depositary Receipts ("ADRs").
   
         -        Centura Equity Income Fund - This Fund's objective is
                  to provide long-term capital appreciation and income.
                  The Fund invests primarily in dividend-paying common
                  stocks, convertible preferred stocks, and convertible
                  bonds, notes and debentures.  It may also invest in 
                  securities believed to offer special capital appreciation
                  opportunities.  The Fund will invest primarily in securities
                  of U.S. based companies, but it may also invest in securities
                  of non-U.S. issuers, generally through ADRs.
    
         -        Centura Federal Securities Fund - This Fund seeks to
                  provide  relatively high current income consistent with
                  relative stability of principal and safety.  The Fund
                  invests primarily in securities issued by the U.S.
                  Government, its agencies and instrumentalities.  The
                  maximum maturity of any such security will be 10 years.
                  Generally, at least 70% of the Fund's portfolio will
                  consist of direct obligations of the U.S. Treasury,
                  with no more than 30% in securities of U.S. Government
                  agencies and instrumentalities.

         -        Centura North Carolina Tax-Free Bond Fund - This Fund
                  seeks to provide relatively high current income that is
                  free of both Federal and North Carolina personal income
                  tax, together with relative safety of principal.  It
                  invests primarily in a portfolio of high quality
                  municipal securities with a maximum maturity of 15
                  years and an average portfolio maturity of 5 to 10
                  years.


                                        3

<PAGE>



Risks of Investing in the Funds

         Investment in each of the Funds involves  certain risks.  There can, of
course, be no assurance that a Fund will achieve its investment  objective or be
successful  in  preventing  or  minimizing  the risk of loss that is inherent in
certain types of investments.  Fund investments in securities of foreign issuers
involve special risks not usually  associated with investing in U.S.  companies.
Concentration  of Centura North  Carolina  Tax-Free Bond Fund in securities of a
single state makes the Fund  particularly  vulnerable to events  affecting  that
state.  The Funds have authority,  which they presently do not intend to use, to
invest in various types of derivative  instruments,  which would entail  special
risks.  Investors  should be aware  that the value of each  Fund's  shares  will
fluctuate,  which may cause a loss in the principal value of the investment. See
"Risks of Investing in the Funds."

The Adviser

         Management  of the Funds is provided by Centura  Bank (the  "Adviser"),
headquartered in Rocky Mount,  North Carolina.  For its advisory  services,  the
Adviser,  receives  from each Fund a fee at an annual  rate  based on the Fund's
average  daily net  assets.  This fee is at an annual  rate of 0.70% for Centura
Equity  Growth Fund,  0.70% for Centura  Equity  Income Fund,  0.30% for Centura
Federal  Securities  Income Fund, and 0.35% for Centura North Carolina  Tax-Free
Bond Fund.

The Distributor, Administrator and Sponsor
   
         Centura Funds  Distributor,  Inc. (the  "Distributor")  distributes the
Funds'  shares and may be  reimbursed  for  certain of its  distribution-related
expenses.  Furman Selz LLC ("Furman Selz") acts as Sponsor and  Administrator to
the Funds. For its services as  Administrator,  each Fund pays Furman Selz a fee
at the annual  rate of 0.15% of its average  daily net assets.  Furman Selz also
acts as transfer  agent and fund  accounting  agent for the Funds,  for which it
receives   additional   fees.  For   information   concerning   changes  in  the
Administrator   and  other  Services,   see  "Management  of  the  Funds  -  The
Administrator and Sponsor."
    
Classes of Shares

         Class A shares and Class B shares  differ  principally  with respect to
sales charges and the rate of expenses to which they are subject.  Investors may
select the class  that best suits  their  investment  needs.  Class A shares are
offered with a maximum front-end sales charge of 4.50% for Centura Equity Growth
Fund and Centura  Equity Income Fund, and 2.75% for Centura  Federal  Securities
Income Fund and Centura North  Carolina  Tax-Free  Bond Fund.  The initial sales
charge for each Fund may be reduced or waived in certain cases. See "Purchase of
Fund Shares."  Class B shares are offered at net asset value,  with no front-end
sales charge.  Shares of each class are also subject to service and distribution
fees calculated as a percentage of the

                                        4

<PAGE>



net asset value of each class which may not exceed the  following  annual rates:
0.25% for Class A shares of each of the Funds (pursuant to a voluntary limit set
by the  Distributor  for the current  fiscal  year;  the maximum fee for Class A
shares would, without this limit, be 0.50%); 1.00% for Class B shares of Centura
Equity Growth Fund and Centura  Equity Income Fund, and 0.75% for Class B shares
of Centura Federal  Securities  Income Fund and Centura North Carolina  Tax-Free
Bond Fund  (pursuant  to a  voluntary  limit set by the  Adviser for the current
fiscal  year;  the maximum  fee for Class B shares of the last two funds  would,
without this limit,  be 1.00%).  Shareholders  who redeem Class B shares  within
five years from the date of  purchase  will be  assessed a  contingent  deferred
sales charge ("CDSC")  declining from a maximum in the first year after purchase
of 5.00% for Centura  Equity  Growth Fund and Centura  Equity  Income Fund,  and
3.00% for each of the other Funds to a minimum in the fifth year after  purchase
of 1.00% for each of the Funds.  The CDSC may be waived in certain cases. On the
seventh anniversary of their purchase date, Class B shares convert automatically
to  Class A  shares,  which  bear a lower  Service  and  Distribution  Fee.  See
"Management of The Funds - The  Distributor."  Class C shares of the Funds,  not
offered  by  this  Prospectus,  are  available  only  to  certain  institutional
investors. See "Other Information Capitalization."

         A  prospective  investor  in Class A or Class B  shares,  in  selecting
between these classes, should consider the respective impact of the sales charge
or CDSC together with the cumulative effect of the Service and Distribution Fees
for each class over the anticipated period of investment,  as well as the effect
of any sales charge or CDSC  waivers to which the investor may be entitled.  For
purchasers (other than those eligible to invest in Class C shares) contemplating
an  investment  of at least  $250,000,  the Funds  believe it is  preferable  to
purchase  Class  A  shares.  Investors  should  be  aware  that  other  expenses
attributable  to each class may differ  slightly due to the  allocation  to each
class of certain "class specific" expenses,  including  distribution and mailing
expenses and federal and state securities registration fees. Finally,  investors
should be aware that persons  selling shares of the Funds may receive  different
levels of compensation for sales of Class A and Class B shares.

Guide to Investing in Centura Funds, Inc.

         Purchase orders for the Funds received by your broker or Service 
Organization in proper order prior to 4:15 p.m., Eastern time, and transmitted
to the Funds prior to 5:00 p.m. Eastern time will become effective that day.


                                        5

<PAGE>



         -        Minimum Initial Investment................ $1,000

         -        Minimum Initial Investment for IRAs
                  and other qualified retirement plans...... $  250

         -        Minimum Subsequent Investment..............$  250
                  (except for IRA and other qualified retirement plans)

         -        Minimum Investment per pay period for
                  Payroll Deduction Plan.....................$   50
                  (No investment is required to initiate this
                  plan.)

         -        Minimum Amount Per Investment Under Automatic
                  Investment Plan............................$   50
                  (No investment is required to initiate this
                  plan.)

                  Shareholders  may exchange shares of a particular class in one
                  Fund for shares of the same class in another Fund by telephone
                  or mail.

         -        Minimum exchange...........................  NONE
                  (However, an investor must satisfy the $1,000
                  minimum investment for each Fund into which
                  he or she exchanges.)

                  Shareholders may redeem shares by telephone, mail or wire.

                  The Funds  reserve  the right to redeem  upon not less than 30
                  days'  notice  all  shares in a Fund's  account  which have an
                  aggregate value of less than $1,000.

                  All  dividends  and   distributions   will  be   automatically
                  reinvested at net asset value in additional shares of the same
                  class of the applicable Fund unless cash payment is requested.
                  Each of the Funds pays dividends from income, if any, monthly.

                  See "Purchase of Fund Shares," "Redemption of Fund Shares" and
                  "Dividends,  Distributions  and Federal  Income  Taxation" for
                  more information.

                                  FUND EXPENSES

         The  following  expense  tables  indicate  costs and  expenses  that an
investor in Class A shares or Class B shares should anticipate  incurring either
directly or indirectly as a shareholder in the Funds.



                                        6

<PAGE>



                                   FEE TABLES*

   
                                Centura Equity           Centura Equity
                                  Growth Fund             Income Fund

                           Class A     Class B       Class A    Class B

Shareholder Transaction
Expenses

Maximum Sales Charge
Imposed on Purchases
(as a percentage of
offering price)             4.5          --           4.5          --

Maximum Sales Charge
Imposed on Reinvested
Dividends (as a
percentage of offering
price)                       --          --            --          --

Deferred Sales Charge
(as a percentage of
redemption proceeds)**       --         5.00           --         5.00

Exchange Fees                --          --            --          --


Annual Fund Operating
Expenses (as a
percentage of average
new assets annualized)

Management Fees (After
Waiver)**                   0.70        0.70          0.36        0.36

12b-1 Fees****              0.25        1.00          0.25        1.00
(pursuant to voluntary
cap)

Other Expenses (After
Waiver)***                  0.31        0.31          0.39        0.39



Total Portfolio
Operating Expenses*****     1.26        2.01          1.00        1.75


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


                                        7

<PAGE>




                                Centura Federal           Centura North
                                  Securities               Carolina Tax-
                                 Income Fund              Free Bond Fund
   
                            Class A     Class B        Class A    Class B

Shareholder
Transaction Expenses

Maximum Sales Charge
Imposed on Purchases
(as a percentage of
offering price)              2.75          --            2.75        --

Maximum Sales Charge
Imposed on Reinvested
Dividends (as a
percentage of offering        --           --             --         --
price)

Deferred Sales Charge
(as a percentage of
redemption proceeds)**        --          3.00            --        3.00

Exchange Fees                 --           --             --         --



Annual Fund Operating
Expenses (as a
percentage of average
new assets annualized)

Management Fees (After
Waiver)***                   0.30         0.30           0.10       0.10

12b-1 Fees****               0.25         0.75           0.25       0.75
(pursuant to voluntary
cap)

Other Expenses (After
Waiver)***                   0.30         0.30           0.33       0.33



Total Portfolio
Operating
Expenses*****                0.85         1.35           0.68       1.18
    
- ---------------

*            The information in the Fee Table relates only to Class A
             shares and Class B shares.  Class C shares pay no Sales
             Charge.  Deferred Sales Charge or 12b-1 fees.  (See "Other
             Information  - Capitalization.")

**           Shareholders who redeem shares by wire may be charged a
             fee by the banks receiving the wire payments on their
             behalf.  (See "Redemption of Fund Shares.")


                                        8

<PAGE>



***          Amounts shown for "Management Fees" and "Other Expenses"
             for the Equity Income Fund and the North Carolina Tax-Free
             Bond Fund reflect reductions of fees payable to the
             Adviser and fees payable for administrative and transfer
             agent services pursuant to agreements to limit fund
             expenses.  Without these reductions, "Management Fees" for
             the Equity Income Fund and the North Carolina Tax-Free
             Bond Fund, respectively, would be 0.70% and 0.35% and
             "Other Expenses" would be 0.46% and 0.44%.  "Other
             Expenses" for Centura Equity Income Fund are based on
             amounts estimated for the current fiscal year.

****         Under rules of the National Association of Securities
             Dealers, Inc. (the "NASD"), a 12b-1 fee may be treated as
             a sales charge for certain purposes under those rules.
             Because the 12b-1 fee is an annual fee charge against the
             assets of a Fund, long-term shareholders may pay more
             initial sales charges than the economic equivalent of the
             maximum front-end sales charge permitted by rules of the
             NASD.  The 12b-1 fees in the above Fee Table represent
             fees anticipated to be paid by the Funds.  Class A shares
             of each Fund are permitted to pay 12b-1 fees up to 0.50%,
             and Class B shares are permitted to pay 12b-1 fees up to
             1.00%.  However, the Distributor has undertaken to limit
             12b-1 fees to 0.25% for Class A shares and 0.75% for Class
             B shares of Centura Federal Securities Income Fund and
             Centura North Carolina Tax-Free Bond Fund for the current
             fiscal year.  See "Management of the Funds - The
             Distributor."

*****        Absent the reductions of management, administrative, and
             transfer agent fees, and the limitation applicable to 12b-
             1 fees, "Total Portfolio Operating Expenses" for Class A
             shares would be 1.51% for the Equity Growth Fund, 1.66%
             for the Equity Income Fund, 1.10% for the Federal
             Securities Income Fund and 1.29% for the North Carolina
             Tax-Free Bond Fund, and "Total Portfolio Operating
             Expenses" for Class B shares of the Equity Growth Fund,
             the Equity Income Fund, the Federal Securities Income Fund
             and the North Carolina Tax-Free Bond Fund, respectively,
             would be 2.01%, 2.16%, 1.60%, and 1.79%.


                                        9

<PAGE>




Example*

                  An  investor  would  pay the  following  expenses  on a $1,000
                  investment, assuming 5% annual return:


                             Centura Equity                Centura Income
                              Growth Fund                   Equity Fund

                       Class A     Class B              Class A     Class B

Assuming complete
redemption at the
end of each time
period:

1 year                   57         70                   55          68

3 years                  83         93                   75          85

5 years                 111        118                   98         105

10 years                190        234                  162         206



Class B Shares assuming
no redemption:



1 year                             20                                18

3 years                            63                                55

5 years                           108                                95

10 years                          234                               206



                                       10

<PAGE>




                           Centura Federal                Centura North
                          Securities Income              Carolina Tax-Free
                              Fund                          Bond Fund

                       Class A      Class B            Class A   Class B

Assuming complete
redemption at the
end of each time
period:

1 year                   36           44                 34        42

3 years                  54           73                 49        67

5 years                  73           84                 64        75

10 years                130          162                110       143



Class B Shares 
assuming no 
redemption:

1 year                                14                           12

3 years                               43                           37

5 years                               74                           65

10 years                             162                          143


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

*        This  example  should  not be  considered  a  representation  of future
         expenses  which may be more or less than those  shown.  The  assumed 5%
         annual  return  is   hypothetical   and  should  not  be  considered  a
         representation  of past or future annual  return.  Actual return may be
         greater or less than the assumed amount.

                                       11

<PAGE>



                              FINANCIAL HIGHLIGHTS
   
         The table below sets forth certain  information  for each Fund's fiscal
periods ended April 30, 1996 and April 30, 1995.  (No  information  is shown for
Centura  Equity  Income  Fund,  which  was  formed  on  August  28,  1996.)  The
information  set forth in this table has been audited by McGladrey & Pullen LLP,
the Funds'  independent  accountant whose report on the financial  statements is
included in the Funds' Annual Report,  which may be obtained without charge, and
is also contained in the Statement of Additional Information, which is available
without  charge  upon  request.  The Annual  Report also  includes  Management's
Discussion of Fund Performance.  This information  should be read in conjunction
with the financial statements.
    
   
<TABLE>
                                                                      Centura Equity Growth Fund
                                                                    1996                                      1995*
<S>                                                   <C>        <C>          <C>             <C>          <C>           <C>
                                                      Class A    Class B      Class C         Class A      Class B       Class C



Net Asset Value, Beginning of Period                  $10.70     $10.69       $10.70          $10.00       $10.00        $10.00
                                                      ------     ------       ------          ------       ------        ------

Income from Investment Operations:
  Net Investment Income/(Loss)......................    0.03      (0.06)        0.07            0.06         0.03          0.07

  Net Realized and Unrealized Gain/(Loss)
   on Securities....................................    3.67       3.65         3.65            0.70         0.69          0.70
                                                      ------     ------       ------          ------       ------        ------

  Total from Investment Operations..................    3.70       3.59         3.72            0.76         0.72          0.77
                                                      ------     ------       ------          ------       ------        ------

Less Distributions:
  Dividends from Net Investment Income . . .           (0.05)     (0.00)       (0.07)          (0.06)       (0.03)        (0.07)
  Distributions from Capital Gains . . . . .           (0.04)     (0.04)       (0.04)           ---          ---           ---
                                                       ------     ------       ------          ------       ------        ----

  Total Distributions. . . . . . . . . . . .           (0.09)     (0.04)       (0.11)          (0.06)       (0.03)        (0.07)
                                                       ======     ======       ======          ======       ======        ======

Net Asset Value, End of Period                        $14.31     $14.24       $14.31          $10.70       $10.69        $10.70
                                                      =======    =======      =======         =======      =======       ======

Total Return (not reflecting sales load)............   34.72%     33.73%       34.97%           7.64%        7.23%         7.71%
                                                      =======    =======      =======         =======      =======       =======

Ratios/Supplemental Data:

  Net Assets, End of Period (000's).................  $ 5,740    $ 6,194      $133,714        $   968      $ 1,362       $84,004

  Ratio of Expenses Net of Waivers/
    Reimbursements to Average Net Assets**..........   1.26%       2.02%        1.04%           1.29%        2.03%         1.04%

  Ratios of Expenses before Waivers/
    Reimbursements to Average Net Assets**             1.26%       2.02%        1.04%           1.32%        2.06%         1.07%

  Ratio of Net Investment Income to Average
    Net Assets**....................................   0.27%     (0.48)%        0.55%           0.63%        0.00%         0.79%

Portfolio Turnover Rate.............................     46%        46%          46%              44%          44%           44%
</TABLE>
    
- ---------------
*        Commencement of Operations June 1, 1994.
**       Annualized


                                       12

<PAGE>
   
<TABLE>

                                                                      Centura Federal Securities Income Fund
                                                                   1996                                       1995*
<S>                                                   <C>        <C>          <C>             <C>           <C>          <C>
                                                      Class A    Class B      Class C         Class A       Class B      Class C



Net Asset Value, Beginning of Period                  $ 9.97     $ 9.97       $ 9.97          $10.00        $10.00       $10.00
                                                      ------     ------       ------          ------        ------       ------

Income from Investment Operations:
  Net Investment Income/(Loss)......................    0.57       0.50         0.60            0.52          0.45         0.54

  Net Realized and Unrealized Gain/(Loss)
   on Securities....................................    0.04       0.04         0.04           (0.03)        (0.03)       (0.03)
                                                      ------     ------       ------          -------       -------      -------

  Total from Investment Operations..................    0.61       0.54         0.64            0.49          0.42         0.51
                                                      ------     ------       ------          ------        ------       ------

Less Distributions:
  Dividends from Net Investment Income . . .           (0.57)     (0.50)       (0.60)          (0.52)        (0.45)       (0.54)
  Distributions from Capital Gains . . . . .            ---        ---          ---             ---           ---          ---
                                                       ------     ------       ------          ------        ------       ------

  Total Distributions. . . . . . . . . . . .           (0.57)     (0.50)       (0.60)          (0.52)        (0.45)       (0.54)
                                                       ======     ======       ======          ======        ======       ======

Net Asset Value, End of Period                        $10.01     $10.01       $10.01          $ 9.97        $ 9.97       $ 9.97
                                                      =======    =======      =======         =======       =======      ======

Total Return (not reflecting sales load)............    6.20%      5.40%        6.47%           5.02%         4.32%        5.28%
                                                      =======    =======      =======         =======       =======      =======

Ratios/Supplemental Data:

  Net Assets, End of Period (000's).................  $  526     $   176      $109,775        $   247       $   118      $93,807

  Ratio of Expenses Net of Waivers/
    Reimbursements to Average Net Assets**..........   0.85%       1.61%        0.61%           0.86%         1.61%        0.63%

  Ratios of Expenses before Waivers/
    Reimbursements to Average Net Assets**             0.85%       1.61%        0.61%           0.89%         1.64%        0.66%

  Ratio of Net Investment Income to Average
    Net Assets**....................................   5.61%       4.84%        5.88%           5.58%        4.86%        5.97%

Portfolio Turnover Rate.............................     34%        34%          34%              42%          42%          42%
</TABLE>
    
- ---------------

*        Commencement of Operations June 1, 1994.
**       Annualized


                                       13

<PAGE>

   
<TABLE>
                                                              Centura North Carolina Tax Free Bond Fund
                                                                   1996                                      1995*
<S>                                                   <C>        <C>          <C>             <C>          <C>           <C>
                                                      Class A    Class B      Class C         Class A      Class B       Class C

Net Asset Value, Beginning of Period                  $ 9.98     $ 9.98       $ 9.98          $10.00       $10.00        $10.00
                                                      ------     ------       ------          ------       ------        ------

Income from Investment Operations:
  Net Investment Income/(Loss)......................    0.42       0.34         0.44            0.39         0.32          0.41

  Net Realized and Unrealized Gain/(Loss)
   on Securities....................................    0.13       0.13         0.13           (0.02)       (0.02)        (0.02)
                                                      ------     ------       ------          -------      -------       -------

  Total from Investment Operations..................    0.55       0.47         0.57            0.37         0.30          0.39
                                                      ------     ------       ------          ------       ------        ------

Less Distributions:
  Dividends from Net Investment Income . . .           (0.42)     (0.34)       (0.44)          (0.39)       (0.32)        (0.41)
  Distributions from Capital Gains . . . . .           (0.07)     (0.07)       (0.07)           ---          ---           ---
                                                       ------     ------       ------          ------       ------        ------

  Total Distributions. . . . . . . . . . . .           (0.49)     (0.41)       (0.51)          (0.39)       (0.32)        (0.41)
                                                       ======     ======       ======          ======       ======        ======

Net Asset Value, End of Period                        $10.04     $10.04       $10.04          $ 9.98       $ 9.98        $ 9.98
                                                      =======    =======      =======         =======      =======       ======

Total Return (not reflecting sales load)............    5.50%      4.72%        5.78%           3.77%        3.09%         4.08%
                                                      =======    =======      =======         =======      =======       =======

Ratios/Supplemental Data:

  Net Assets, End of Period (000's).................  $3,927     $   393      $ 37,009        $   429      $   275       $34,885

  Ratio of Expenses Net of Waivers/
    Reimbursements to Average Net Assets**..........   0.68%       1.44%        0.44%           0.42%        0.99%         0.41%

  Ratios of Expenses before Waivers/
    Reimbursements to Average Net Assets**             1.04%       1.80%        0.80%           0.92%        1.49%         0.91%

  Ratio of Net Investment Income to Average
    Net Assets**....................................   3.98%       3.30%        4.32%           4.46%        3.89%         4.64%

Portfolio Turnover Rate.............................     80%        80%          80%             121%         121%          121%
</TABLE>
    
- ---------------

*        Commencement of Operations June 1, 1994.
**       Annualized



                                       14

<PAGE>




                                    THE FUNDS
   
         Each  Fund is a  separate  diversified  investment  fund or  portfolio,
commonly known as a mutual fund. The Funds are portfolios of the Company,  which
was  organized  under the laws of the State of  Maryland  on March 1, 1994 as an
open-end,   management  investment  company.  Centura  Equity  Income  Fund  was
established  as a new portfolio of the Company on August 28, 1996. The Company's
Board of Directors  oversees the overall  management of the Funds and elects the
Funds' officers.
    
         Centura  Equity  Growth Fund.  Investors  seeking  long-term  growth of
capital  and  for  whom  current  income  is not an  objective  should  consider
investing in Centura Equity Growth Fund.
   
         The  investment  objective of Centura  Equity  Growth Fund is long-term
capital  appreciation.  The Fund invests primarily in a diversified portfolio of
publicly traded common and preferred  stocks and securities  convertible into or
exchangeable for common stock.  The Adviser uses fundamental  analysis to select
stocks for the Fund's  portfolio and the Fund will invest primarily in stocks of
established growth companies that are undervalued  relative to their industry or
to their historical  valuation ranges.  However,  the Adviser may also invest in
companies which it believes have improving prospects whose equity securities are
currently   selling  below  their  estimated   intrinsic   value.  In  addition,
out-of-favor  growth  cyclicals  may  be  used  if  the  adviser  anticipates  a
sustainable  earnings  recovery for these companies.  The Fund expects to invest
primarily  in  securities  of U.S.  based  companies,  but it may also invest in
securities of non-U.S. companies, generally through American Depository Receipts
("ADRs").  Under normal  circumstances,  at least 65% of the Fund's total assets
will be invested in equity securities and convertible  securities,  and at least
65% of such assets will be invested in income-producing securities. However, the
Fund may  invest  without  limit in debt  instruments  for  temporary  defensive
purposes  when the  Adviser  has  determined  that  abnormal  market or economic
conditions  so  warrant.  These debt  obligations  may include  U.S.  Government
securities;  certificates of deposit,  bankers' acceptances and other short-term
debt  obligations  of banks with total assets of at least  $1,000,000,000;  debt
obligations  of  corporations  (corporate  bonds,  debentures,  notes  and other
similar corporate debt instruments); commercial paper; and repurchase agreements
with respect to securities  in which the Fund is authorized to invest.  Although
the Fund's  investments in such debt securities and in convertible and preferred
stock will generally be rated A, A-1, or better by Standard & Poor's Corporation
("S&P") or A, Prime-1 or better by Moody's Investors Service,  Inc. ("Moody's"),
or deemed of comparable quality by the Adviser, the Fund is authorized to invest
up to 15% of  its  assets  in  securities  rated  as low as BBB by S&P or Baa by
Moody's, or

                                       15

<PAGE>



deemed of  comparable  quality by the Adviser.  Securities  rated BBB or Baa, or
deemed equivalent to such securities, may have speculative characteristics.  See
"Risks  of  Investing  in the  Funds."  If any  security  held  by the  Fund  is
downgraded  below BBB/Baa (or so deemed by the  Adviser),  the  securities  will
generally  be sold  unless  it is  determined  that such sale is not in the best
interest of the Fund.  The Fund will invest in no securities  rated below BBB or
Baa.
    
         Centura Equity Income Fund.  Investors seeking long-term growth and
income should consider an investment in Centura Equity Income Fund.
   
         The  investment  objective of Centura  Equity Income Fund is to provide
long-term  capital  appreciation  and income.  This Fund  invests  primarily  in
dividend-paying  common stocks,  convertible  preferred stocks,  and convertible
bonds, notes and debentures. In managing this Fund, the Adviser uses fundamental
analysis  to select  stocks  for the  Fund's  portfolio.  The Fund  will  invest
primarily in the stocks of  established  companies  with above average  dividend
yields and/or prospects for increasing dividends.  However, the Adviser may also
select stocks (or  convertible  securities)  of companies that it believes offer
special  appreciation   opportunities   because  they  are  undervalued  in  the
marketplace based on such factors as price/earnings ratios or the ratio of stock
price to the company's inherent asset value, book value, cash flow or underlying
franchise  value.  The Fund expects to invest  primarily in  securities  of U.S.
based  companies,  but it may also invest in securities  of non-U.S.  companies,
generally through ADRs. Under normal  circumstances,  at least 65% of the Fund's
total assets will be invested in equity  securities and convertible  securities,
and at least 65% of such assets will be invested in income-producing securities.
However,  for temporary  defensive purposes when the Adviser has determined that
abnormal market or economic  conditions so warrant,  the Fund may invest without
limit in debt instruments of the same types, and subject to the same conditions,
as Centura Equity Growth Fund under such circumstances.
    
         Centura Federal Securities Income Fund.  Investors seeking high current
income from a portfolio of U.S. Government securities should consider investing 
in Centura Federal Securities Income Fund.

         The investment  objective of Centura Federal  Securities Income Fund is
to provide high current income  consistent with relative  stability of principal
and safety.  It pursues  this  objective by  investing  primarily in  securities
issued by the U.S. Government,  its agencies and instrumentalities  with maximum
maturities  of 10  years.  These  securities  typically  display  greater  price
stability and safety than debt  securities of longer duration and lower quality,
although the latter  generally offer higher income.  In addition to limiting the
maturity of its portfolio securities, the Fund attempts to moderate principal

                                       16

<PAGE>



fluctuations  by  generally  investing  at least 70% of its  portfolio in direct
obligations  of the U.S.  Treasury,  with no more than 30% in securities of U.S.
Government agencies and  instrumentalities,  and by using a modified "laddering"
approach to structuring the Fund's portfolio -- i.e., by investing in securities
with different maturities and adjusting their relative  proportions,  as well as
the maximum  and  average  maturity  of its  portfolio  securities,  to adapt to
various market conditions. Using this approach, the Fund hopes both to capture a
high proportion of the currently available return on fixed income securities and
to limit volatility.

         To permit  desirable  flexibility,  the Fund has authority to invest in
corporate  debt  securities  rated A or better by S&P or  Moody's  (or deemed of
comparable  quality by the Adviser) and high  quality  money market  instruments
including  commercial  paper  rated A-1 or better by S&P or Prime-1 or better by
Moody's (or deemed by the Adviser to be of comparable quality);  certificates of
deposit,  bankers'  acceptances and other  short-term debt  obligations of banks
with total assets of at least  $1,000,000,000;  and repurchase  agreements  with
respect to securities in which the Fund is authorized to invest.

         Centura North Carolina  Tax-Free Bond Fund.  Investors seeking dividend
income that is generally  free of regular  federal and North  Carolina  personal
income taxes should  consider  investing in the Centura North Carolina  Tax-Free
Bond Fund.

         The investment  objective of Centura North Carolina  Tax-Free Bond Fund
is relatively high current income that is free of both regular federal and North
Carolina personal income tax,  together with relative safety of principal.  This
Fund  invests  primarily in a portfolio  of  obligations  issued by the state of
North   Carolina,   its   political   subdivisions,   and  their   agencies  and
instrumentalities,  the income from which,  in the opinion of the issuer's  bond
counsel, is exempt from regular federal and North Carolina personal income taxes
("North  Carolina  Municipal  Obligations").  By  limiting  the  Fund's  average
portfolio  maturity to between 5 and 10 years,  with a maximum  maturity for any
portfolio  security of 15 years,  the Fund seeks to capture a high proportion of
the currently  available return on North Carolina  Municipal  Obligations  while
providing  greater  safety of principal than would be available from longer term
municipal   securities.   It  also  seeks  to  moderate  price  fluctuations  by
diversifying its investments  among different  municipal issuers and by limiting
its investments to securities of high quality.

         The Fund  seeks to  provide  income  that is fully  free  from  regular
federal and North Carolina  personal  income taxes,  as well as from the federal
alternative  minimum tax. To provide the  flexibility  to deal with a variety of
market circumstances, however, the Fund has limited authority (a) to invest in

                                       17

<PAGE>



municipal obligations of other states ("Municipal Obligations"), the income from
which would not be free from North Carolina  personal  income tax, (b) to invest
up to 10%  of  its  assets  in  Municipal  Obligations  subject  to the  federal
alternative minimum tax ("AMT Obligations"),  and (c) to invest up to 20% of its
assets in AMT  Obligations  plus cash reserves and other  obligations  producing
taxable income,  including obligations of the U.S. Government,  its agencies and
instrumentalities;  certificates  of  deposit,  bankers'  acceptances  and other
short-term  debt  obligations  of  U.S  banks  with  total  assets  of at  least
$1,000,000,000;  commercial  paper  rated  A-1 or  better  by S&P or Prime- 1 or
better by Moody's (or deemed by the Adviser to be of  comparable  quality);  and
repurchase  agreements  relating to  underlying  securities in which the Fund is
authorized  to invest.  For  temporary  defensive  purposes when the Adviser has
determined that abnormal market and economic  conditions so warrant the Fund may
invest up to 50% of its assets in investments  producing  taxable income and AMT
Obligations.  Any  distributions  by the Fund of capital  gains and other income
that are not distributions designated by the Fund as "exempt-interest dividends"
will normally be subject to federal,  state and, in some cases,  local tax. As a
fundamental policy, during periods of normal market conditions,  at least 80% of
the Fund's net assets will be invested in  securities  the interest  income from
which is exempt from the regular federal income tax. Additionally,  under normal
circumstances,  (a) at least 65% of the value of the Fund's total assets will be
invested  in "bonds" - i.e.,  debt  obligations  with a duration of at least one
year  from the date of issue,  and (b) at least  65% of the value of the  Fund's
total  assets  will be  invested  in bonds  that are  North  Carolina  Municipal
Obligations.  Tax  advisers  should  be  consulted  regarding  tax  effects  for
particular investors.

         The Fund's quality  criteria  require that the Fund purchase  Municipal
Obligations  rated A, SP-1 or better  by S&P or A,  MIG-1 or better by  Moody's;
commercial  paper  rated A-1 or better by S&P or Prime-1  or better by  Moody's;
corporate  debt  securities  rated  A or  better  by S&P  or  Moody's  (or  debt
securities given equivalent ratings by at least two other nationally  recognized
statistical rating  organizations  ("NRSROs")) or, if any of such securities are
not rated, that they be of comparable quality in the Adviser's opinion. For more
information on Municipal  Obligations and North Carolina Municipal  Obligations,
see "Description of Securities and Investment Practices" and "Risks of Investing
in the Funds."

         In  determining  to invest in a particular  Municipal  Obligation,  the
Adviser  will  rely on the  opinion  of bond  counsel  for the  issuer as to the
validity of the security and the  exemption  of interest on such  security  from
federal and  relevant  state  income  taxes,  and the  Adviser  will not make an
independent investigation of the basis for any such opinion.

                                       18

<PAGE>




Other Investment Policies of the Funds

         Each of the  Funds  may also  invest  up to 5% of its  total  assets in
another investment  company,  not to exceed 10% of the value of its total assets
in the securities of other investment  companies.  Taxable  distributions earned
from other investment  companies will,  likewise,  represent taxable income to a
Fund. A Fund will incur  additional  expenses due to the duplication of expenses
as a result of investing in mutual funds other than the Funds. Each of the Funds
has  authority,  which it does not  presently  intend to exercise,  to invest in
futures  and  options  contracts  and to  lend  its  portfolio  securities.  For
information concerning these practices, see "Investment Policies" in the SAI.

               DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

         U.S. Government Securities (All Funds).  U.S. Government securities are
obligations issued or guaranteed by the U.S. Government, its agencies or 
instrumentalities.  U.S. Treasury bills, which have a maturity of up to one 
year, are direct obligations of the United States and are the most frequently
issued marketable U.S. Government security.  The U.S. Treasury also issues 
securities with longer maturities in the form of notes and bonds.

         U.S.  Government  agency  and  instrumentality   obligations  are  debt
securities issued by U.S. Government-sponsored enterprises and federal agencies.
Some  obligations  of agencies are supported by the full faith and credit of the
United  States  or  by  U.S.  Treasury   guarantees,   such  as  mortgage-backed
certificates  issued by the Government  National Mortgage  Association;  others,
such as  obligations  of the Federal Home Loan Banks,  Federal Farm Credit Bank,
Bank for Cooperatives,  Federal  Intermediate  Credit Banks and the Federal Land
Bank,  are  guaranteed  by the  right  of the  issuer  to  borrow  from the U.S.
Treasury;   others,  such  as  obligations  of  the  Federal  National  Mortgage
Association,  are supported by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality;  and others, such
as  obligations  of the Student Loan  Marketing  Association  and the  Tennessee
Valley Authority, are backed only by the credit of the agency or instrumentality
issuing the obligation.  In the case of obligations not backed by the full faith
and credit of the United  States,  the  investor  must look  principally  to the
agency issuing or guaranteeing the obligation for ultimate repayment.

         Bank Obligations (All Funds).  These obligations include negotiable 
certificates of deposit and bankers' acceptances.  The Funds limit their bank 
investments to dollar-denominated obligations of U.S. or foreign banks which 
have more than $1 billion in total assets at the time of investment and, in the
case of U.S. banks, are members of the Federal Reserve System or

                                       19

<PAGE>



are examined by the  Comptroller of the Currency,  or whose deposits are insured
by the Federal Deposit Insurance Corporation.

         Commercial  Paper (All Funds).  Commercial  paper  includes  short-term
unsecured promissory notes,  variable rate demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies, corporations
and financial institutions,  as well as similar instruments issued by government
agencies and instrumentalities.

         Corporate Debt Securities (All Funds).  A Fund's investments in 
corporate debt securities are limited to corporate debt securities (corporate 
bonds, debentures, notes and other similar corporate debt instruments) which 
meet the previously disclosed minimum ratings and maturity criteria established 
for the Fund under the direction of the Board of Directors and the Fund's 
Adviser or, if unrated, are in the Adviser's opinion comparable in quality to 
corporate debt securities in which the Fund may invest.  See "The Funds."

         Repurchase Agreements (All Funds).  Securities held by the Funds may be
subject to repurchase  agreements.  A repurchase  agreement is a transaction  in
which  the  seller  of a  security  commits  itself  at the  time of the sale to
repurchase  that  security  from the buyer at a  mutually  agreed-upon  time and
price.  These agreements permit the Funds to earn income for periods as short as
overnight.  Repurchase agreements may be considered to be loans by the purchaser
collateralized  by the underlying  securities.  These  agreements  will be fully
collateralized and the collateral will be marked-to-market daily. The Funds will
enter into repurchase agreements only with dealers, domestic banks or recognized
financial  institutions  which,  in the opinion of the Adviser,  present minimal
credit risks in accordance with guidelines adopted by the Board of Directors. In
the event of default by the seller under the  repurchase  agreement,  a Fund may
have  problems in exercising  its rights to the  underlying  securities  and may
experience time delays in connection with the disposition of such securities.

         Loans of Portfolio  Securities (All Funds).  To increase current income
each Fund may lend its portfolio  securities worth up to 5% of that Fund's total
assets  to  brokers,  dealers  and  financial  institutions,   provided  certain
conditions  are  met,   including  the  condition  that  each  loan  is  secured
continuously  by  collateral  maintained on a daily  mark-to-market  basis in an
amount at least equal to the current market value of the securities  loaned. For
further information, see the SAI.

         Variable and Floating  Rate Demand and Master Demand Notes (All Funds).
The Funds may,  from time to time,  buy  variable or floating  rate demand notes
issued by corporations, bank holding

                                       20

<PAGE>



companies  and  financial   institutions  and  similar   instruments  issued  by
government agencies and instrumentalities.  These securities will typically have
a maturity  over one year but carry with them the right of the holder to put the
securities to a remarketing  agent or other entity at designated  time intervals
and on specified  notice.  The obligation of the issuer of the put to repurchase
the securities may be backed by a letter of credit or other obligation issued by
a financial institution. The repurchase price is ordinarily par plus accrued and
unpaid interest.  Generally, the remarketing agent will adjust the interest rate
every seven days (or at other  specified  intervals)  in order to  maintain  the
interest rate at the prevailing  rate for  securities  with a seven-day or other
designated  maturity.  A Fund's  investment in demand  instruments which provide
that the Fund will not receive the  principal  note  amount  within  seven days'
notice,   in  combination   with  the  Fund's  other   investments  in  illiquid
instruments,  will be limited to an  aggregate  total of 15% of that  Fund's net
assets.

         The Funds may also buy variable rate master demand notes.  The terms of
these obligations permit a Fund to invest  fluctuating  amounts at varying rates
of interest pursuant to direct arrangements between the Fund, as lender, and the
borrower. These instruments permit weekly and, in some instances,  daily changes
in the amounts  borrowed.  The Funds have the right to increase the amount under
the note at any time up to the full amount provided by the note agreement, or to
decrease  the amount,  and the  borrower  may repay up to the full amount of the
note  without  penalty.  The notes may or may not be backed by bank  letters  of
credit.  Because the notes are direct lending  arrangements between the Fund and
borrower,  it is not generally  contemplated that they will be traded, and there
is no  secondary  market for them,  although  they are  redeemable  (and,  thus,
immediately  repayable  by the  borrower)  at  principal  amount,  plus  accrued
interest,  at any time. In  connection  with any such purchase and on an ongoing
basis,  the  Adviser  will  consider  the  earning  power,  cash  flow and other
liquidity ratios of the issuer, and its ability to pay principal and interest on
demand,  including  a  situation  in which all holders of such notes make demand
simultaneously.  While master demand notes,  as such, are not typically rated by
credit rating agencies,  a Fund may, under its minimum rating standards,  invest
in them only if, at the time of an investment, the issuer meets the criteria set
forth in this Prospectus for commercial paper obligations.

         Forward  Commitments and When-Issued  Securities (Centura Equity Income
Fund, Centura Federal Securities Income Fund and Centura North Carolina Tax-Free
Bond Fund).  A Fund may purchase  when-issued  securities  and make contracts to
purchase  securities  for a  fixed  price  at a  future  date  beyond  customary
settlement time if the Fund holds,  and maintains until the settlement date in a
segregated account cash, U.S. Government securities or high-

                                       21

<PAGE>



grade debt obligations in an amount sufficient to meet the purchase price, or if
the  Fund  enters  into  offsetting  contracts  for the  forward  sale of  other
securities it owns.  Purchasing  securities  on a when-issued  basis and forward
commitments involves a risk of loss if the value of the security to be purchased
declines prior to the settlement  date, which risk is in addition to the risk of
decline in value of a Fund's  other  assets.  No income  accrues  on  securities
purchased on a when-issued basis prior to the time delivery of the securities is
made,  although a Fund may earn  interest on  securities it has deposited in the
segregated account because it does not pay for the when-issued  securities until
they are delivered.  Investing in when-issued  securities has the effect of (but
is not the  same  as)  leveraging  the  Fund's  assets.  Although  a Fund  would
generally  purchase  securities  on a  when-issued  basis or enter into  forward
commitments with the intention of actually acquiring  securities,  that Fund may
dispose of a when-issued  security or forward  commitment prior to settlement if
the Adviser deems it appropriate to do so. A Fund may realize short-term profits
or losses upon such sales.
   
         Mortgage-Related   Securities  (Centura  Equity  Income  Fund,  Centura
Federal  Securities  Income Fund and Centura North Carolina Tax-Free Bond Fund).
Mortgage  pass-through  securities  are  securities  representing  interests  in
"pools" of mortgages  in which  payments of both  interest and  principal on the
securities are made monthly,  in effect "passing  through" monthly payments made
by the individual borrowers on the residential mortgage loans which underlie the
securities  (net of fees paid to the  issuer or  guarantor  of the  securities).
Centura  North  Carolina  Tax-Free  Bond Fund may invest only in those  mortgage
pass-through  securities  whose  payments  are  tax-exempt.  Early  repayment of
principal on mortgage  pass-through  securities  (arising  from  prepayments  of
principal due to sale of the underlying property,  refinancing,  or foreclosure,
net of fees and costs which may be  incurred)  may expose a Fund to a lower rate
of return  upon  reinvestment  of  principal.  Also,  if a  security  subject to
prepayment has been purchased at a premium, in the event of prepayment the value
of the premium would be lost. Like other fixed-income securities,  when interest
rates rise,  the value of a  mortgage-related  security  generally will decline;
however,  when interest rates decline, the value of mortgage-related  securities
with  prepayment  features  may  not  increase  as much  as  other  fixed-income
securities.  In recognition  of this  prepayment  risk to investors,  the Public
Securities  Association (the "PSA") has standardized the method of measuring the
rate of mortgage  loan  principal  prepayments.  The PSA  formula,  the Constant
Prepayment  Rate (the "CPR"),  or other similar  models that are standard in the
industry  will be used by a Fund in  calculating  maturity  for  purposes of its
investment in mortgage-related securities.  Upward trends in interest rates tend
to lengthen the average life of  mortgage-related  securities and also cause the
value of

                                       22

<PAGE>



outstanding  securities to drop. Thus,  during periods of rising interest rates,
the  value  of  these  securities  held by a Fund  would  tend  to drop  and the
portfolio-weighted  average life of such  securities  held by a Fund may tend to
lengthen due to this effect.  Longer-term  securities  tend to  experience  more
price volatility. Under these circumstances,  a Manager may, but is not required
to,   sell   securities   in  part  in  order   to   maintain   an   appropriate
portfolio-weighted average life.
    
         Payment  of  principal  and  interest  on  some  mortgage  pass-through
securities  (but not the  market  value  of the  securities  themselves)  may be
guaranteed  by the  full  faith  and  credit  of the  U.S.  Government  (such as
securities guaranteed by the Government National Mortgage Association ("GNMA"));
or guaranteed by agencies or  instrumentalities  of the U.S. Government (such as
securities  guaranteed by the Federal National Mortgage  Association ("FNMA") or
the Federal Home Loan Mortgage Corporation  ("FHLMC"),  which are supported only
by the discretionary  authority of the U.S.  Government to purchase the agency's
obligations. Mortgage pass-through securities created by nongovernmental issuers
(such as  commercial  banks,  savings and loan  institutions,  private  mortgage
insurance companies, mortgage bankers and other secondary market issuers) may be
supported  by various  forms of insurance or  guarantees,  including  individual
loan,  title,  pool and hazard  insurance,  and letters of credit,  which may be
issued by governmental entities, private insurers or the mortgage poolers.

         A Fund may also  invest in  investment  grade  Collateralized  Mortgage
Obligations  ("CMOs") which are hybrid instruments with  characteristics of both
mortgage-backed bonds and mortgage pass-through  securities.  Similar to a bond,
interest and prepaid  principal on a CMO are paid, in most cases,  semiannually.
CMOs  may be  collateralized  by whole  mortgage  loans  but are more  typically
collateralized by portfolios of mortgage  pass-through  securities guaranteed by
GNMA, FHLMC or FNMA. CMOs are structured into multiple classes,  with each class
bearing a different  stated maturity.  Monthly payments of principal,  including
prepayments,  are first  returned to  investors  holding the  shortest  maturity
class;  investors  holding longer maturity classes receive  principal only after
the  first  class  has  been  retired.  CMOs may be  issued  by  government  and
nongovernmental  entities.  Some CMOs are debt  obligations  of FHLMC  issued in
multiple  classes with different  maturity dates secured by the pledge of a pool
of conventional  mortgages purchased by FHLMC. Other types of CMOs are issued by
corporate  issuers  in  several  series,  with  the  proceeds  used to  purchase
mortgages  or mortgage  pass-through  certificates.  With some CMOs,  the issuer
serves as a conduit to allow loan originators (primarily builders or savings and
loan  associations)  to borrow  against their loan  portfolios.  To the extent a
particular CMO is issued by an investment company, a Fund's ability to invest in
such CMOs will be limited. See "Investment Restrictions" in the SAI.


                                       23

<PAGE>



         Assumptions   generally   accepted  by  the  industry   concerning  the
probability  of early payment may be used in the  calculation  of maturities for
debt securities that contain put or call  provisions,  sometimes  resulting in a
calculated maturity different from the stated maturity of the security.

         It is  anticipated  that  governmental,  government-related  or private
entities may create  mortgage loan pools and other  mortgage-related  securities
offering  mortgage  pass-through  and  mortgage-collateralized   investments  in
addition to those described above. As new types of  mortgage-related  securities
are  developed and offered to investors,  the Adviser  will,  consistent  with a
Fund's investment  objectives,  policies and quality standards,  consider making
investments in such new types of mortgage-related securities, but no investments
will be made in such securities until the Fund's prospectus and/or SAI have been
revised to reflect such securities.

         Other  Asset-Backed  Securities  (Centura  Equity Income Fund,  Centura
Federal  Securities  Income Fund and Centura North Carolina Tax-Free Bond Fund).
Other asset-backed  securities  (unrelated to mortgage loans) are developed from
time to time and may be  purchased by a Fund to the extent  consistent  with its
investment  objective and policies,  but only after  disclosure  reflecting such
securities has been added to the Fund's prospectus and/or SAI.

         Foreign  Securities  (Centura  Equity  Growth Fund and  Centura  Equity
Income  Fund).  These  Funds may invest in  securities  represented  by American
Depositary  Receipts ("ADRs").  ADRs are  dollar-denominated  receipts generally
issued  by  domestic  banks,  which  represent  the  deposit  with the bank of a
security of a foreign  issuer,  and which are  publicly  traded on  exchanges or
over-the-counter  in the United States.  There are certain risks associated with
investments in unsponsored ADR programs.  Because the non-U.S.  company does not
actively  participate  in  the  creation  of the  ADR  program,  the  underlying
agreement  for  service  and  payment  will be between  the  depositary  and the
shareholders.  The company issuing the stock underlying the ADRs pays nothing to
establish the unsponsored  facility,  as fees for ADR issuance and  cancellation
are paid by  brokers.  Investors  directly  bear the  expenses  associated  with
certificate  transfer,   custody  and  dividend  payment.  In  addition,  in  an
unsponsored ADR program, there may be several depositories with no defined legal
obligations  to the non-U.S.  company.  The duplicate  depositories  may lead to
marketplace confusion because there would be no central source of information to
buyers, sellers and intermediaries. The efficiency of centralization gained in a
sponsored  program can greatly  reduce the delays in delivery of  dividends  and
annual reports. For more information, see "Risks of Investing in the Funds."


                                       24

<PAGE>



         Forward Foreign Currency  Transactions  (Centura Equity Growth Fund and
Centura Equity Income Fund). These Funds may enter into forward foreign currency
exchange  contracts  in order to  protect  against  uncertainty  in the level of
future foreign exchange rates.  These contracts,  which involve costs,  permit a
Fund to  purchase  or sell a  specific  amount  of a  particular  currency  at a
specified  price on a specified  future date. A Fund will realize a benefit from
this type of contract  only to the extent that the relevant  currencies  move as
anticipated.  If the  currencies do not move as  anticipated,  the contracts may
cause  greater  loss to a Fund than if they had not been  used.  See the SAI for
further information concerning forward foreign currency transactions.

         Futures  Contracts and Options (All Funds).  The Funds may purchase and
sell futures contracts on securities, currencies, and indices of securities, and
write and sell put and call  options on  securities,  currencies  and indices of
securities as a hedge against changes in interest rates, stock prices,  currency
fluctuations and other market developments,  provided that not more than 5% of a
Fund's net assets are  committed  to margin  deposits on futures  contracts  and
premiums  for options.  See the SAI for further  information  about  futures and
options. See "Risks of Investing in the Funds" for a discussion of risks related
to investing in futures and options.

         Municipal  Obligations (Centura North Carolina Tax-Free Bond Fund). The
Fund may invest in securities issued by states, their political subdivisions and
agencies and  instrumentalities of the foregoing,  the income from which, in the
opinion of bond counsel for the issuer,  is exempt from regular  income taxes by
the   federal   government   and  state  of  the  issuing   entity   ("Municipal
Obligations"). Such Municipal Obligations include municipal bonds, floating rate
and variable rate Municipal  Obligations,  participation  interests in municipal
bonds,  tax-exempt  asset-backed  certificates,   tax-exempt  commercial  paper,
short-term municipal notes, and stand-by commitments. It may be anticipated that
governmental,   government-related   or  private   entities  will  create  other
tax-exempt  investments in addition to those  described  above.  As new types of
tax-exempt vehicles are developed,  the Adviser will, consistent with the Fund's
investment   objectives,   policies  and  quality  standards,   consider  making
investments  in such  types of  Municipal  Obligations,  but will not make  such
investments  until they are reflected in the Fund's  prospectus  and/or SAI. The
Fund will purchase only Municipal  Obligations rated A, SP-1 or better by S&P or
A, MIG-1 or better by Moody's (or given equivalent ratings by another NRSRO) or,
if the  securities  are not rated,  are of  comparable  quality in the Adviser's
opinion.  Municipal  Obligations in which the Fund may invest  include  "general
obligation" and "revenue"  securities.  General obligation securities are backed
by the issuer's full faith, credit and taxing power for the payment of principal
and interest. The taxes that can be levied for the

                                       25

<PAGE>



payment of debt  service may be limited or  unlimited in terms of rate or amount
or special assessments. Revenue securities are secured primarily by net revenues
generated by a particular facility or group of facilities, or by the proceeds of
a special excise or other specific  revenue source.  Additional  security may be
provided by a debt service  reserve fund.  Municipal  bonds  include  industrial
development  bonds  ("IDBs"),  moral  obligation  bonds,  put bonds and  private
activity bonds  ("PABs").  PABs generally  relate to the financing of a facility
used by a private  entity or  entities.  The  credit  quality  of such  bonds is
usually directly related to that of the users of the facilities. The interest on
most PABs is an item of tax preference  for purposes of the federal  alternative
minimum  tax and Fund  distributions  attributable  to such  interest  likewise,
constitute an item of tax  preference.  For  information on the risks related to
the Fund's concentration in North Carolina Municipal Obligations,  see "Risks of
Investing in the Funds."

         Municipal  Lease  Obligations  (Centura  North  Carolina  Tax-Free Bond
Fund). The Fund may invest in municipal lease obligations including certificates
of participation ("COPs"),  which finance a variety of public projects.  Because
of the way these instruments are structured,  they may carry a greater risk than
other types of Municipal  Obligations.  The Fund may invest in lease obligations
only when they are rated by a rating  agency or, if  unrated,  are deemed by the
Adviser,  to be of a quality  comparable to the Fund's quality  standards.  With
respect  to any such  unrated  municipal  lease  obligations  in which  the Fund
invests,  the Company's  Board of Directors will be responsible  for determining
their credit quality,  on an ongoing basis,  including  assessing the likelihood
that the lease will not be  canceled.  Prior to  purchasing  a  municipal  lease
obligation  and on a regular  basis  thereafter,  the Adviser will  evaluate the
credit  quality  and,  pursuant  to  guidelines  adopted by the  Directors,  the
liquidity of the security.  In making its evaluation,  the Adviser will consider
various credit factors,  such as the necessity of the project the municipality's
credit quality, future borrowing plans, and sources of revenue pledged for lease
repayment,  general  economic  conditions  in the region  where the  security is
issued, and liquidity factors,  such as dealer activity.  For further discussion
regarding municipal lease obligations,  see "Risks of Investing in the Funds" in
this Prospectus and "Investment Policies" in the SAI.

         Stand-by  Commitments  (Centura North Carolina Tax-Free Bond Fund). The
Fund may  acquire  "stand-by  commitments,"  which will enable it to improve its
portfolio  liquidity by making  available  same-day  settlements on sales of its
securities.  A stand-by commitment gives the Fund, when it purchases a Municipal
Obligation from a broker, dealer or other financial institution ("seller"),  the
right to sell up to the same  principal  amount of such  securities  back to the
seller, at the Fund's option, at a

                                       26

<PAGE>



specified  price.  Stand-by  commitments  are also known as "puts." The Fund may
acquire stand-by commitments solely to facilitate portfolio liquidity and not to
protect against changes in the market price of the Fund's portfolio  securities.
The exercise by the Fund of a stand-by  commitment  is subject to the ability of
the other party to fulfill its contractual commitment.

         The Fund expects that stand-by commitments  generally will be available
without  the  payment  of any  direct or  indirect  consideration.  However,  if
necessary  or  advisable,  the Fund will pay for  stand-by  commitments,  either
separately  in cash or by paying a higher price for portfolio  securities  which
are acquired subject to the commitments.

         It is  difficult  to evaluate the  likelihood  of use or the  potential
benefit of a stand-by commitment.  Therefore,  it is expected that the Directors
will determine that stand-by commitments ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was paid. However, if
the market price of the security subject to the stand-by commitment is less than
the exercise price of the stand-by commitment,  such security will ordinarily be
valued  at  such  exercise  price.  Where  the  Fund  has  paid  for a  stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

         There is no assurance  that stand-by  commitments  will be available to
the Fund nor does the Fund assume  that such  commitments  would  continue to be
available under all market conditions.

         Third Party Puts (Centura North Carolina  Tax-Free Bond Fund). The Fund
may also  purchase  long-term  fixed rate bonds that have been  coupled  with an
option  granted by a third  party  financial  institution  allowing  the Fund at
specified  intervals  to tender  (or  "put")  the bonds to the  institution  and
receive the face value thereof (plus accrued  interest).  These third party puts
are  available  in several  different  forms,  may be  represented  by custodial
receipts or trust  certificates  and may be combined with other features such as
interest rate swaps.  The Fund receives a short-term  rate of interest (which is
periodically  reset),  and the interest rate differential  between that rate and
the  fixed  rate on the  bond is  retained  by the  financial  institution.  The
financial  institution  granting the option does not provide credit enhancement.
In the event that there is a default in the payment of principal or interest, or
downgrading  of a bond  to  below  investment  grade,  or a loss  of the  bond's
tax-exempt status, the put option will terminate automatically.  The risk to the
Fund in this case will be that of holding a  long-term  bond which would tend to
lengthen the weighted average maturity of the Fund's portfolio.


                                       27

<PAGE>



         These bonds  coupled  with puts may present tax issues also  associated
with  stand-by  commitments.  As with any stand-by  commitments  acquired by the
Fund,  the  Fund  intends  to take  the  position  that it is the  owner  of any
Municipal  Obligation acquired subject to a third-party put, and that tax-exempt
interest earned with respect to such Municipal Obligations will be tax-exempt in
its hands.  There is no assurance that the Internal  Revenue  Service will agree
with such position in any particular case. Additionally,  the federal income tax
treatment of certain other aspects of these investments, including the treatment
of tender fees and swap payments,  in relation to various  regulated  investment
company tax provisions is unclear.  However,  the Adviser  intends to manage the
Fund's  portfolio in a manner designed to minimize any adverse impact from these
investments.

         Participation  Interests  (Centura North Carolina  Tax-Free Bond Fund).
The Fund may  purchase  from  banks  participation  interests  in all or part of
specific holdings of Municipal  Obligations.  Each participation is backed by an
irrevocable  letter of credit or  guarantee  of the selling bank that the Fund's
Adviser has determined meets the prescribed  quality standards of the Fund. Thus
either the credit of the issuer of the Municipal Obligation or the selling bank,
or both, will meet the quality  standards of the Fund. The Fund has the right to
sell the  participation  back to the bank after seven days'  notice for the full
principal amount of the Fund's interest in the Municipal Obligation plus accrued
interest,  but only (a) as required  to provide  liquidity  to the Fund,  (b) to
maintain a high quality  investment  portfolio  or (c) upon a default  under the
terms of the Municipal Obligation.  The selling bank will receive a fee from the
Fund  in  connection   with  the   arrangement.   The  Fund  will  not  purchase
participation  interests unless it receives an opinion of counsel or a ruling of
the Internal Revenue Service satisfactory to the Adviser that interest earned by
the Fund on Municipal  Obligations on which it holds participation  interests is
exempt from federal income tax.

                             INVESTMENT RESTRICTIONS

         The following  restrictions are applicable to each of the Funds, except
as otherwise indicated.

         (1) No Fund may, with respect to 75% of its total assets, purchase more
than 10% of the voting  securities  of any one issuer or invest  more than 5% of
the value of such assets in the  securities  or  instruments  of any one issuer,
except  securities or instruments  issued or guaranteed by the U.S.  Government,
its agencies or instrumentalities.

         (2)       No Fund may purchase securities or instruments which would
cause 25% or more of the market value of its total assets

                                       28

<PAGE>



at the time of such purchase to be invested in securities or  instruments of one
or more issuers having their principal business activities in the same industry,
provided  that  there  is no  limit  with  respect  to  investments  in the U.S.
Government, its agencies and instrumentalities.

         (3) No Fund may borrow money,  except that a Fund may borrow from banks
up to 10% of the  current  value  of its  total  net  assets  for  temporary  or
emergency purposes. A Fund will make no purchases if its outstanding  borrowings
exceed 5% of its total assets.

         (4) No Fund  may  make  loans,  except  that a Fund  may (a)  lend  its
portfolio  securities,  (b) enter into repurchase agreements with respect to its
portfolio  securities,  and (c) purchase the types of debt instruments described
in this Prospectus or the SAI.

         For  purposes  of  investment  restriction  number (1),  Centura  North
Carolina Tax-Free Bond Fund considers a Municipal Obligation to be issued by the
government  entity (or  entities)  whose assets and revenues  back the Municipal
Obligation. For a Municipal Obligation backed only by the assets and revenues of
a  nongovernmental  user, such user is deemed to be the issuer;  such issuers to
the extent their  principal  business  activities are in the same industry,  are
also  subject  to  investment   restriction  (2).  For  purposes  of  investment
restriction (2), public utilities are not deemed to be a single industry but are
separated by industrial categories, such as telephone or gas utilities.

         The foregoing investment restrictions and those described in the SAI as
fundamental  are policies of each Fund which may be changed with respect to that
Fund only when permitted by law and approved by the holders of a majority of the
applicable  Fund's  outstanding  voting  securities  as  described  under "Other
Information-Voting."

         Additionally, as a non-fundamental policy, no Fund may invest more than
15% of the aggregate value of its net assets in investments  which are illiquid,
or not readily marketable  (including repurchase agreements having maturities of
more than seven  calendar  days and variable and floating rate demand and master
demand notes not  requiring  receipt of the  principal  note amount within seven
days' notice).

         If a percentage restriction on investment policies or the investment or
use of  assets  set  forth  in this  Prospectus  are  adhered  to at the  time a
transaction  is effected,  later changes in percentage  resulting  from changing
values will not be considered a violation.


                                       29

<PAGE>



                         RISKS OF INVESTING IN THE FUNDS

         The price per share of each of the Funds will fluctuate with changes in
the value of the  investments  held by the Fund.  Shareholders  of a Fund should
expect the value of their shares to  fluctuate  with changes in the value of the
securities  owned by that Fund.  There is, of course,  no assurance  that a Fund
will  achieve  its  investment  objective  or be  successful  in  preventing  or
minimizing the risk of loss that is inherent in investing in particular types of
investment  products.  In order to attempt to  minimize  that risk,  the Adviser
monitors  developments  in the economy,  the securities  markets,  and with each
particular issuer.  Also, as noted earlier,  each Fund is managed within certain
limitations  that  restrict  the  amount of a Fund's  investment  in any  single
issuer.

         Foreign  Securities  (Centura  Equity  Growth Fund and  Centura  Equity
Income Fund).  Investing in the  securities  of issuers in any foreign  country,
including  ADRs,   involves  special  risks  and  considerations  not  typically
associated  with  investing  in  securities  of  U.S.  issuers.   These  include
differences in accounting, auditing and financial reporting standards; generally
higher  commission rates on foreign portfolio  transactions;  the possibility of
nationalization,  expropriation  or  confiscatory  taxation;  adverse changes in
investment or exchange control  regulations (which may include suspension of the
ability to transfer  currency from a country);  and political  instability which
could  affect  U.S.  investments  in foreign  countries.  Additionally,  foreign
securities and dividends and interest payable on those securities may be subject
to foreign taxes,  including  taxes withheld from payments on those  securities.
Foreign  securities  often trade with less  frequency  and volume than  domestic
securities  and,  therefore,  may exhibit greater price  volatility.  Additional
costs  associated  with an investment in foreign  securities  may include higher
custodial fees than apply to domestic  custodial  arrangements  and  transaction
costs of foreign  currency  conversions.  Changes in foreign exchange rates also
will affect the value of securities  denominated  or quoted in currencies  other
than the U.S. dollar.  A Fund's objective may be affected either  unfavorably or
favorably  by  fluctuations  in the  relative  rates  of  exchange  between  the
currencies  of  different  nations,  by  exchange  control  regulations  and  by
indigenous  economic and political  developments.  A decline in the value of any
particular  currency  against  the U.S.  dollar will cause a decline in the U.S.
dollar value of a Fund's  holdings of  securities  denominated  in such currency
and, therefore,  will cause an overall decline in the Fund's net asset value and
any net investment income and capital gains to be distributed in U.S. dollars to
shareholders of the Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by several factors  including the supply and demand for
particular currencies, central bank efforts to support particular

                                       30

<PAGE>



currencies,  the movement of interest  rates,  the pace of business  activity in
certain other countries and the United States,  and other economic and financial
conditions  affecting the world  economy.  Although a Fund may engage in forward
foreign  currency  transactions  and  foreign  currency  options to protect  its
portfolio  against  fluctuations  in currency  exchange rates in relation to the
U.S. dollar, there is no assurance that these techniques will be successful. See
"Description  of Securities and  Investment  Practices" and below for additional
information about these kinds of transactions.

         Although the Funds value their  assets daily in terms of U.S.  dollars,
the Funds do not intend to convert  their  holdings of foreign  currencies  into
U.S.  dollars  on a daily  basis.  The Funds  will do so from time to time,  and
investors should be aware of the costs of currency conversion.  Although foreign
exchange  dealers do not charge a fee for  conversion,  they do realize a profit
based on the difference  ("spread")  between the prices at which they are buying
and  selling  various  currencies.  Thus,  a dealer  may offer to sell a foreign
currency to a Fund at one rate,  while offering a lesser rate of exchange should
the Fund desire to sell that currency to the dealer.

         Through the Funds' flexible  policies,  the Adviser  endeavors to avoid
unfavorable  consequences  and to take  advantage of favorable  developments  in
particular   nations  where,  from  time  to  time,  it  may  place  the  Funds'
investments. See the SAI for information about foreign securities.

         Zero Coupon and  Pay-in-Kind  Securities  (Centura  Equity Income Fund,
Centura Federal  Securities Income Fund and Centura North Carolina Tax-Free Bond
Fund).  Zero  coupon  bonds  (which  do not pay  interest  until  maturity)  and
pay-in-kind securities (which pay interest in the form of additional securities)
may be more  speculative and may fluctuate more in value than  securities  which
pay income  periodically  and in cash. In addition,  although a Fund receives no
periodic cash payments from such  investments,  applicable tax rules require the
Fund to accrue and pay out its income  from such  securities  annually as income
dividends and require  stockholders to pay tax on such dividends (except if such
dividends qualify as exempt-interest dividends).

         North Carolina Municipal  Obligations  (Centura North Carolina Tax-Free
Bond Fund). Because this Fund will concentrate its investments in North Carolina
Municipal Obligations,  it may be affected by political,  economic or regulatory
factors that may impair the ability of North Carolina issuers to pay interest on
or to repay the principal of their debt  obligations.  Thus, the net asset value
of the shares may be  particularly  impacted by the general  economic  situation
within North Carolina.  The concentration of the Fund's  investments in a single
state may involve greater risk than if the Fund invested in Municipal

                                       31

<PAGE>



Obligations  throughout  the country,  due to the  possibility of an economic or
political development which could uniquely affect the ability of issuers to meet
the debt obligations of the securities.

         The economy of North  Carolina is supported  by industry,  agricultural
products,  and tourism,  with the largest  segment of its work force employed in
manufacturing.  From 1980 to 1993,  the state's per capita  income grew  133.8%,
from $7,999 to $18,702. The state has the nation's tenth highest population, and
its  unemployment  rate in  March,  1995 was 3.9% of the labor  force  (versus a
national  rate of 5.5%).  The state's  labor force grew 26.4%  between  1980 and
1994,  while its complexion  shifted from agriculture to the production of goods
and services. In 1993, North Carolina nevertheless ranked tenth in the nation in
gross agricultural  income.  Although 20% of its agricultural  income comes from
tobacco,  34% comes from a diversified poultry industry and the remainder from a
relatively large variety of other agricultural plant and animal products.  North
Carolina  is the third  most  diversified  state in the  country in terms of its
agriculture.

         Obligations  of issuers of North  Carolina  Municipal  Obligations  are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of  creditors,  such as the Federal Bank Reform Act of 1978.
In addition,  the  obligations  of such  issuers may become  subject to the laws
enacted  in the  future by  Congress  or the North  Carolina  legislature  or by
referenda  extending  the time for  payment of  principal  and/or  interest,  or
imposing  other  constraints  upon  enforcement  of  such  obligations  or  upon
municipalities to levy taxes. There is also the possibility that, as a result of
legislation or other conditions, the power or ability of any issuer to pay, when
due, the principal of and interest on its North Carolina  Municipal  Obligations
may be materially affected.  Additional  considerations relating to the risks of
investing in North Carolina Municipal Obligations are presented in the SAI.

         Municipal  Lease  Obligations  (Centura  North  Carolina  Tax-Free Bond
Fund).  Municipal lease  obligations have special risks not normally  associated
with municipal bonds. These obligations  frequently contain  "non-appropriation"
clauses that  provide  that the  governmental  issuer of the  obligation  has no
obligation to make future  payments under the lease or contract  unless money is
appropriated  for such  purposes  by the  legislative  body on a yearly or other
periodic basis.  For more  information on risks of municipal lease  investments,
see the SAI.

         Risks of Options Transactions (All Funds).  The purchase and writing of
options involves certain risks.  During the option period, the covered call 
writer has, in return for the premium on the option, given up the opportunity to
profit from a price

                                       32

<PAGE>



increase in the underlying  securities above the exercise price, but, as long as
its obligation as a writer  continues,  has retained the risk of loss should the
price of the underlying security decline. The writer of an option has no control
over the time when it may be required to fulfill its  obligation  as a writer of
the option.  Once an option  writer has received an exercise  notice,  it cannot
effect a closing purchase transaction in order to terminate its obligation under
the option and must deliver the underlying  securities at the exercise price. If
a put or call  option  purchased  by a Fund is not  sold  when it has  remaining
value, and if the market price of the underlying security, in the case of a put,
remains equal to or greater than the exercise  price,  or in the case of a call,
remains less than or equal to the exercise price,  the Fund will lose its entire
investment  in the  option.  Also,  where a put or call  option on a  particular
security is purchased to hedge  against price  movements in a related  security,
the price of the put or call  option may move more or less than the price of the
related security. There can be no assurance that a liquid market will exist when
a  Fund  seeks  to  close  out  an  option  position.  Furthermore,  if  trading
restrictions  or suspensions  are imposed on the options  market,  a Fund may be
unable to close out a position.  If a Fund cannot effect a closing  transaction,
it will not be able to sell the underlying security while the previously written
option remains outstanding, even if it might otherwise be advantageous to do so.

         Foreign Currency Options (Centura Equity Growth Fund and Centura Equity
Income Fund).  Currency options traded on U.S. or other exchanges may be subject
to  position  limits  which may limit the  ability  of a Fund to reduce  foreign
currency  risk  using  such  options.   Over-the-counter   options  differ  from
exchange-traded  options  in that they are  two-party  contracts  with price and
other terms  negotiated  between  buyer and seller and  generally do not have as
much market liquidity as exchange-traded  options.  Employing hedging strategies
with options on  currencies  does not  eliminate  fluctuations  in the prices of
portfolio securities or prevent losses if the prices of such securities decline.
Furthermore,  such hedging  transactions  reduce or preclude the opportunity for
gain if the value of the hedged  currency  should  change  relative  to the U.S.
dollar. The Funds will not speculate in options on foreign currencies.

         There is no assurance that a liquid secondary market will exist for any
particular  foreign currency option,  or at any particular time. In the event no
liquid  secondary  market  exists.  it might not be possible  to effect  closing
transactions in particular  options.  If a Fund cannot close out an option which
it holds,  it would have to  exercise  its option in order to realize any profit
and would incur transactional costs on the sale of the underlying assets.


                                       33

<PAGE>



         Risks of Futures and Related Options  Transactions  (All Funds).  There
are several risks  associated  with the use of futures  contracts and options on
futures  contracts.  While a Fund's use of futures contracts and related options
for hedging may protect a Fund against adverse movements in the general level of
interest rates or securities  prices,  such transactions could also preclude the
opportunity to benefit from  favorable  movements in the level of interest rates
or securities  prices.  There can be no guarantee  that the Adviser's  forecasts
about market value,  interest rates and other applicable factors will be correct
or that there will be a  correlation  between  price  movements  in the  hedging
vehicle  and in the  securities  being  hedged.  The skills  required  to invest
successfully  in futures  and  options  may differ  from the skills  required to
manage other assets in a Fund's  portfolio.  An incorrect  forecast or imperfect
correlation  could result in a loss on both the hedged  securities in a Fund and
the hedging vehicle so that the Fund's return might have been better had hedging
not been attempted.

         There can be no  assurance  that a liquid  market  will exist at a time
when a Fund seeks to close out a futures  contract or futures  option  position.
Most  futures  exchanges  and boards of trade  limit the  amount of  fluctuation
permitted in futures  contract  prices during a single day; once the daily limit
has been reached on a particular  contract,  no trades may be made that day at a
price  beyond  that  limit.  In  addition,  certain  of  these  instruments  are
relatively new and without a significant trading history. As a result,  there is
no assurance that an active  secondary market will develop or continue to exist.
Lack of a liquid market for any reason may prevent the Fund from  liquidating an
unfavorable  position  and the  Fund  would  remain  obligated  to  meet  margin
requirements  until the position is closed. The potential risk of loss to a Fund
from a futures  transaction  is  unlimited.  Therefore,  although the Funds have
authority to engage in futures  transactions,  they have no present intention to
do so and will engage in such  transactions  only when disclosure to that effect
has been added to the Prospectus.

         A Fund will only enter into futures  contracts or futures options which
are  standardized and traded on a U.S. or foreign exchange or board of trade, or
similar entity, or are quoted on an automated  quotation system. A Fund will not
enter into a futures  contract if  immediately  thereafter  the  initial  margin
deposits for futures  contracts  held by the Fund plus  premiums  paid by it for
open futures options positions,  less the amount by which any such positions are
"in-the-money," would exceed 5% of the Fund's total assets.

         The Funds may trade futures  contracts and options on futures contracts
on U.S.  domestic markets and, for Centura Equity Growth Fund and Centura Equity
Income Fund,  also on exchanges  located  outside of the United States.  Foreign
markets may offer

                                       34

<PAGE>



advantages  such as  trading  in indices  that are not  currently  traded in the
United States.  Foreign markets,  however,  may have greater risk potential than
domestic markets.  Unlike trading on domestic  commodity  exchanges,  trading on
foreign  commodity  exchanges is not regulated by the Commodity  Futures Trading
Commission  and  may be  subject  to  greater  risk  than  trading  on  domestic
exchanges.  For example, some foreign exchanges are principal markets so that no
common  clearing  facility  exists  and a trader may look only to the broker for
performance  of the  contract.  In  addition,  any  profits  that the Fund might
realize in trading could be  eliminated by adverse  changes in the exchange rate
of the currency in which the transaction is denominated, or the Fund could incur
losses as a result of  changes in the  exchange  rate.  Transactions  on foreign
exchanges may include both commodities that are traded on domestic  exchanges or
boards of trade and those that are not.

         Risks of Forward Foreign Currency Contracts (Centura Equity Growth Fund
and Centura Equity Income Fund). The precise  matching of forward  contracts and
the value of the  securities  involved will not generally be possible  since the
future  value  of  the  securities  in  foreign  currencies  will  change  as  a
consequence  of market  movements in the value of those  securities  between the
date the forward contract is entered into and the date it matures. Projection of
short-term currency market movements is extremely difficult,  and the successful
execution of a short-term hedging strategy is highly uncertain.  There can be no
assurance that new forward  contracts or offsets will always be available to the
Funds.

                             MANAGEMENT OF THE FUNDS

         The business and affairs of each Fund are managed under the direction 
of the Board of Directors.  The Directors are Leslie H. Garner, Jr., James H. 
Speed, Jr., Frederick E. Turnage, Lucy Hancock Bode and J. Franklin Martin.  
Additional information about the Directors, as well as the Company's executive 
officers, may be found in the SAI under the heading "Management - Directors and 
Officers."

The Adviser: Centura Bank

         Centura Bank,  131 North Church  Street,  Rocky Mount,  North  Carolina
27802,  is a member bank of the Federal  Reserve  System.  Centura  Bank and its
parent,  Centura Banks,  Inc., were formed in 1990 through a merger of two other
Rocky Mount, North Carolina bank holding companies and their subsidiary banks.
   
         For the advisory  services it provides the Funds,  the Adviser receives
from each Fund fees,  payable  monthly based on average daily net assets,  at an
annual rate based on the Fund's  average net assets.  Fees are 0.70% for Centura
Equity Growth Fund, 0.70%

                                       35

<PAGE>



for Centura Equity Income Fund, 0.30% for Centura Federal Securities Income Fund
and 0.35% for Centura North Carolina Tax-Free Bond Fund. The Adviser also serves
as Custodian for the Funds' assets,  for which it receives  additional fees. For
the fiscal year ended April 30, 1996, the Adviser received  $802,888 in Advisory
fees from the Equity Growth Fund and $312,098 from the Federal Securities Income
Fund.  The advisory fees for the North  Carolina  Tax-Free Bond Fund amounted to
$138,274, however, the Adviser waived $99,774.

         Frank Jolley has primary  responsibility  for management of the Centura
Equity Income Fund and the Centura  Equity  Growth Fund.  Mr. Jolley has over 17
years  experience in investments and financial  analysis.  He graduated from the
University   of  North   Carolina   with  a  Bachelor  of  Science  in  business
administration. Mr. Jolley began his investment career with Dean Witter Reynolds
in retail sales and later served as a branch  manager for a regional  securities
firm.  Primary  duties at Centura  have  included the  management  of common and
collective   funds  along  with  personal  trust  and  pension  fund  investment
responsibilities.  In August 1996, Mr. Jolley was named Chief Investment Officer
of Centura's asset  management  area. As Chief  Investment  Officer,  his duties
include  oversight of all  Centura's  mutual  funds.  Mr.  Jolley is a Chartered
Financial  Analyst  and a member  of the North  Carolina  Society  of  Financial
Analysts where he currently serves as the Secretary and member of the Board.

         Robert D. Marsh serves as portfolio  manager for Centura North Carolina
Tax-Free Bond Fund. He previously  managed the North  Carolina  Tax-Free  common
trust fund before the  conversion  to the Centura North  Carolina  Tax-Free Bond
Fund in June 1994. Mr. Marsh has over 34 years' experience in Trust investments,
portfolio  management,  and Trust  administration.  He graduated from Ball State
University with a Bachelor of Science degree in accounting.  Mr. Marsh began his
Trust  career at American  National  Bank and Trust  Company in Indiana in Trust
administration  and portfolio  management.  Mr.  Marsh's other duties at Centura
Bank include the  management of personal  trust and pension  account  investment
responsibilities.

         Lawrence R. Allen serves as portfolio manager for Centura Federal 
Securities Income Fund.  He previously managed the Federal Securities common 
trust fund before the coversion to the Centura Federal Securities Income Fund in
June 1994.  Mr. Allen has 3 years experience in investments and portfolio
management.  He graduated from Campbell University with a Bachelor in Business
Administration and a Trust Management certificate.  Mr. Allen began his 
investment career with United Carolina Bank in Trust Investments.  Mr. Allen's 
other duties at Centura include the management of personal trust and pension 
account investment responsibilities.
    
The Distributor
   
         Centura Funds  Distributor,  Inc., 230 Park Avenue,  New York, New York
10169,  acts as the Funds'  Distributor.  The Distributor is an affiliate of the
Funds'   Administrator,   Furman  Selz  LLC  ("Furman  Selz"),  and  was  formed
specifically to distribute the

                                       36

<PAGE>



Funds.  For information concerning changes regarding Furman Selz, see "The 
Administrator and Sponsor."
    
         Each of the Funds has adopted a service and distribution  plan ("Plan")
with  respect  to its Class A and Class B shares.  The Plans  provide  that each
class of shares will pay the Distributor a fee calculated as a percentage of the
value of average daily net assets of that class as  reimbursement  for its costs
incurred in financing certain  distribution and shareholder  service  activities
related to that class.
   
Class A Plans.  The  Class A Plans  provide  for  payments  by each  Fund to the
Distributor  at an annual  rate not to exceed  0.50% of the Fund's  average  net
assets  attributable  to its Class A shares.  Such fee may include a Service Fee
totalling up to 0.25% of the average annual net assets  attributable to a Fund's
Class A shares.  Service Fees are paid to securities dealers and other financial
institutions for maintaining shareholder accounts and providing related services
to  shareholders.  The Distributor may also retain portions of the sales charges
paid on Class A shares.  The  Funds'  limited  12b-1  fees for Class A shares to
0.25%  during its past  fiscal  year and will  continue to do so for its current
fiscal year. For the period year ended April 30, 1996, the Distributor  received
$7,215,  $888 and $5,259 for the Equity  Growth  Fund,  the  Federal  Securities
Income Fund and the North Carolina Tax-Free Bond Fund, respectively, pursuant to
Class A Plans.
    
Class B Plans.  The  Class B Plans  provide  for  payments  by each  Fund to the
Distributor  at an annual  rate not to exceed  1.00% of the Fund's  average  net
assets  attributable  to its Class B shares.  For the current  fiscal year,  the
Distributor  has  agreed to limit  fees for Class B shares  of  Centura  Federal
Securities  Income Fund and Centura North Carolina  Tax-Free Bond Fund to 0.75%.
Such fees may include a Service Fee totalling up to 0.25% of the average  annual
net  assets  attributable  to a Fund's  Class B  shares.  The  Distributor  also
receives the proceeds of any CDSC imposed on redemptions of Class B shares.
   
         Although  Class B shares are sold without an initial sales charge,  the
Distributor  pays a sales  commission  equal to 4.00% of the amounts invested in
Centura  Equity  Growth  Fund and  Centura  Equity  Income Fund and 2.50% of the
amounts  invested  in each of the other  Funds to  securities  dealers and other
financial  institutions who sell Class B shares.  The Distributor may, at times,
pay sales  commissions  higher than the above on sales of Class B shares.  These
commissions  are not paid on  exchanges  from other Funds and sales to investors
for whom the CDSC is waived.  For the  fiscal  year ended  April 30,  1996,  the
Distributor received $33,942,  $1,696 and $3,168 for the Equity Growth Fund, the
Federal  Securities  Income  Fund and the North  Carolina  Tax-Free  Bond  Fund,
respectively, pursuant to Class B Plans.
    
                                       37

<PAGE>




         Under each Plan, each Fund pays the  Distributor  and other  securities
dealers  and  other  financial   institutions  and   organizations  for  certain
shareholder  service or  distribution  activities.  Subject  to  overall  limits
applicable to each class,  selling  dealers may be paid amounts  totalling up to
0.50% of the value of average daily net assets of Fund shares annually.  Amounts
received by the Distributor may, additionally,  subject to the Plan maximums, be
used to cover certain other costs and expenses  related to the  distribution  of
Fund  shares  and  provision  of service to Fund  shareholders,  including:  (a)
advertising  by  radio,  television,  newspapers,  magazines,  brochures,  sales
literature,  direct mail or any other form of advertising; (b) expenses of sales
employees or agents of the Distributor,  including salary,  commissions,  travel
and related expenses;  (c) costs of printing prospectuses and other materials to
be given or sent to prospective  investors;  and (d) such other similar services
as the Directors determine to be reasonably  calculated to result in the sale of
shares of the Funds.  Each Fund will pay all costs and  expenses  in  connection
with the  preparation,  printing and  distribution  of the Prospectus to current
shareholders  and the  operation of its  Plan(s),  including  related  legal and
accounting fees. A Fund will not be liable for distribution expenditures made by
the  Distributor in any given year in excess of the maximum amount payable under
a Plan for that Fund in that year.

Service Organizations

         Payments  may be made by the Funds or by the Adviser to various  banks,
trust companies,  broker-dealers or other financial organizations (collectively,
"Service Organizations") for providing administrative services for the Funds and
their  shareholders,   such  as  maintaining   shareholder  records,   answering
shareholder  inquiries and forwarding materials and information to shareholders.
The Funds may pay fees to Service  Organizations  (which vary depending upon the
services  provided)  in amounts  up to an annual  rate of 0.25% of the daily net
asset value of the shares of either  class owned by  shareholders  with whom the
Service Organization has a servicing relationship.

         Some  Service   Organizations   may  impose   additional  or  different
conditions  on their  clients,  such as requiring  clients to invest more than a
Fund's  minimum  initial or subsequent  investments or charging a direct fee for
servicing.  If imposed,  these fees would be in  addition  to any amounts  which
might  be  paid  to  the  Service   Organization  by  the  Funds.  Each  Service
Organization  has agreed to transmit to its clients a schedule of any such fees.
Shareholders  using  Service  Organizations  are  urged  to  consult  with  them
regarding any such fees or conditions.

         The  Glass-Steagall  Act and other  applicable  laws provide that among
other things, banks may not engage in the business of

                                       38

<PAGE>



underwriting,   selling  or  distributing  securities.  There  is  currently  no
precedent  prohibiting  banks from  performing  administrative  and  shareholder
servicing   functions   as   Service   Organizations.   However,   judicial   or
administrative  decisions or interpretations of such laws, as well as changes in
either federal or state regulations relating to the possible activities of banks
and their subsidiaries or affiliates,  could prevent a bank Service Organization
from continuing to perform all or a part of its servicing activities.  If a bank
were  prohibited from so acting,  its shareholder  clients would be permitted to
remain  shareholders  of the Funds and  alternative  means  for  continuing  the
servicing  of  such  shareholders  would  be  sought.  It is not  expected  that
shareholders would suffer any adverse financial  consequences as a result of any
of these occurrences.

The Administrator and Sponsor
   
         Furman Selz LLC, 230 Park  Avenue,  New York,  New York 10169,  acts as
Sponsor  and   Administrator   of  the  Funds.   Furman  Selz  is  primarily  an
institutional brokerage firm with membership on the New York, American,  Boston,
Midwest,  Pacific and Philadelphia  Stock Exchanges.  Furman Selz also serves as
sponsor,  administrator  and distributor of other mutual funds. On June 28, 1996
Furman Selz and BISYS Group,  Inc.  ("BISYS")  announced a definitive  agreement
which  provides for Furman Selz to transfer  its mutual fund  business to BISYS.
This  transaction  is  expected  to close on or about  October 1,  1996.  BISYS,
headquartered  in Little Falls,  New Jersey,  supports more than 5,000 financial
institutions and corporate clients through two strategic  business units.  BISYS
Information Services Group provides image and data processing  outsourcing,  and
pricing analysis to more than 600 banks  nationwide.  BISYS Investment  Services
Group  designs,  administers  and  distributes  over 30 families of  proprietary
mutual  funds  consisting  of more  than 365  portfolios,  and  provides  401(k)
marketing  support,  administration,  and recordkeeping  services in partnership
with banking institutions and investment management companies. At a meeting held
on July 24, 1996,  the  Directors  reviewed  and  approved a new  Administration
Agreement  and   Distribution   Agreement  with  BISYS  Fund  Services   Limited
Partnership  d/b/a BISYS Fund Services,  a new Transfer  Agency  Agreement and a
Fund Accouting  Agreement with BISYS Fund  Services,  Inc. Both BISYS  companies
have their  principal  place of business at 3435 Stelzer  Road,  Columbus,  Ohio
43219.  These new  agreements are expected to take effect in the fall of 1996 at
which time the BISYS Companies will commence  providing the services  previously
provided by Furman Selz.

         Pursuant  to an  Administrative  Services  Contract  with the  Company,
Furman Selz provides certain  management and  administrative  services necessary
for the Funds' operations including: (a) general supervision of the operation of
the  Funds  including  coordination  of the  services  performed  by the  Funds'
Adviser,  custodian,  independent  accountants and legal counsel; (b) regulatory
compliance, including the compilation of

                                       39

<PAGE>



information  for  documents  such as reports to, and filings  with,  the SEC and
state   securities   commissions,   and  preparation  of  proxy  statements  and
shareholder  reports  for the Funds;  (c)  general  supervision  relative to the
compilation of data required for the preparation of periodic reports distributed
to the Funds' officers and Board of Directors;  and (d) furnishing  office space
and certain  facilities  required for conducting the business of the Funds.  For
these services,  Furman Selz receives from each Fund a fee, payable monthly,  at
the annual rate of 0.15% of each Fund's average daily net assets. For the fiscal
year ended April 30, 1996, the  Administrator  received $172,047 and $156,049 in
administrative  services  fees  from the  Equity  Growth  Fund  and the  Federal
Securities Income Fund, respectively.  The Administrator was entitled to $59,260
but waived  $42,761 in fees from the North  Carolina  Tax-Free Bond Fund.  Under
separate  agreements  with the  Company,  Furman  Selz also  acts as the  Funds'
transfer and dividend  disbursing  agent (for which it receives a fee of $15 per
account per year,  plus  out-of-pocket  expenses)  and  provides  assistance  in
calculating the Funds' net asset values and provides other  accounting  services
for the  Funds  (for an  annual  fee of  $30,000  per  Fund  plus  out-of-pocket
expenses). For the fiscal year ended April 30, 1996, Furman Selz earned $38,623,
$7,326 and $6,452 in transfer agent fees for the Equity Growth Fund, the Federal
Securities Income Fund and the North Carolina Tax-Free Bond Fund,  respectively.
Furman Selz also earned $32,848, $33,981 and $41,369 in fund accounting fees for
the  Equity  Growth  Fund,  the  Federal  Securities  Income  Fund and the North
Carolina Tax-Free Bond Fund, respectively, for the same period.
    
Other Expenses

         Each  Fund  bears  all  costs of its  operations  other  than  expenses
specifically  the  responsibility  of the  Administrator,  the  Adviser or other
service providers.  In addition to service providers  described above, the costs
borne by the Funds,  some of which may vary among the  classes,  as noted above,
include: legal and accounting expenses;  Directors' fees and expenses; insurance
premiums;  custodian and transfer agent fees and expenses;  expenses incurred in
acquiring  or  disposing  of  the  Funds'  portfolio  securities;   expenses  of
registering  and  qualifying  the  Funds'  shares for sale with the SEC and with
various state securities  commissions;  expenses of maintaining the Funds' legal
existence  and  of  shareholders'   meetings;  and  expenses  of  preparing  and
distributing   reports,   proxy   statements   and   prospectuses   to  existing
shareholders. Each Fund bears its own expenses associated with its establishment
as a portfolio of the Company;  these  expenses are  amortized  over a five-year
period from the commencement of a Fund's  operations.  Company expenses directly
attributable  to a Fund or  class  are  charged  to that  Fund or  class;  other
expenses are allocated proportionately among all

                                       40

<PAGE>



of the Funds and classes in the Company in relation to the net assets of each
Fund and class.


                             PRICING OF FUND SHARES

Class A Shares

         Orders for the  purchase  of Class A shares will be executed at the net
asset  value per share of that  class  next  determined  after an order has been
received,  plus any applicable sales charge (the "public offering  price").  The
sales charge on purchases of Class A shares of the Funds is as follows:

<TABLE>
<CAPTION>
                                                                                   Amount of
                                                                                     Sales
                                                                                    Charge
                                                                                   Reallowed
                                                                                   to Dealers
                                                                                     as a
                                                    Sales Charge as a              Percentage
                                                      Percentage of                 of Public
                                                                                    Offering
                                                                                     Price*
                                          Public              Net
                                          Offering            Amount
                                          Price               Invested
<S>                                       <C>                 <C>                  <C>           

Class A Shares - Centura Equity
Growth Fund and Centura Equity
Income Fund

Amount of Investment

Less than $50,000                         4.50%               4.71%                4.50%

$50,000 but less than $100,000            4.00%               4.17%                4.00%

$100,000 but less than $250,000           3.50%               3.63%                3.50%

$250,000 but less than $500,000           2.50%               2.56%                2.50%

$500,000 but less than $1,000,000         1.50%               1.52%                1.50%

$1,000,000 and over                       0.00%**             0.00%**              (See below)
</TABLE>            


                                       41

<PAGE>




<TABLE>
Class A - Shares - Centura Federal
Securities Income Fund and Centura
North Carolina Municipal Bond Fund

Amount of Investment
<S>                                       <C>                 <C>                  <C>
Less than $50,000                         2.75%               2.83%                2.75%

$50,000 but less than $100,000            2.50%               2.56%                2.50%

$100,000 but less than $250,000           2.25%               2.30%                2.50%

$250,000 but less than $500,000           1.75%               1.78%                1.75%

$500,000 but less than $1,000,000         1.00%               1.01%                1.00%

$1,000,000 and over                       0.00%***            0.00%***             (See below)
</TABLE>


*        The staff of the Securities and Exchange  Commission has indicated that
         dealers who receive more than 90% of the sales charge may be considered
         underwriters.

**       A 1.00% CDSC will be  assessed on shares  redeemed  within 18 months of
         purchase  (excluding shares purchased with reinvested  dividends and/or
         distributions).

***      A 0.75% CDSC will be  assessed on shares  redeemed  within 18 months of
         purchase  (excluding shares purchased with reinvested  dividends and/or
         distributions).

         Although no sales charge is applied to purchases of $1,000,000 or more,
Centura Funds  Distributor,  Inc. may pay the following  dealer  concessions for
such  purchases:  for Centura Equity Growth Fund and Centura Equity Income Fund,
up to 1.00% on purchases of $1,000,000 to $1,999,999,  plus an additional  0.75%
on amounts from  $2,000,000 to $2,999,999,  plus an additional  0.50% on amounts
from  $3,000,000  to  9,999,999,   plus  an  additional  0.25%  for  amounts  of
$10,000,000  or more;  for Centura  Federal  Securities  Income Fund and Centura
North  Carolina  Tax-Free  Bond Fund,  up to 0.75% on purchases of $1,000,000 to
$1,999,999,  plus an additional  0.50% on amounts from $2,000,000 to $4,999,999,
plus an additional 0.25% on amounts of $5,000,000 or more.
   
         The sales  charge will not apply to purchases of Class A shares by: (a)
trust, investment management and other fiduciary accounts managed by the Adviser
pursuant  to a written  agreement;  (b) any person  purchasing  shares  with the
proceeds  of a  distribution  from  a  trust,  investment  management  or  other
fiduciary  account managed by the Adviser pursuant to a written  agreement;  (c)
Furman Selz or any of its affiliates; (d)

                                       42

<PAGE>



Directors or officers of the Funds;  (e) directors or officers of Furman Selz or
the  Adviser,  or  affiliates  or bona fide  full-time  employees  of any of the
foregoing who have acted as such for not less than 90 days (including members of
their  immediate  families  and  their  retirement  plans or  accounts);  or (f)
retirement  accounts or plans (or monies from retirement  accounts or plans) for
which  there is a written  service  agreement  between  the Company and the plan
sponsor,  so long as such shares are  purchased  through  the Funds;  or (g) any
person purchasing  shares within an approved asset allocation  program sponsored
by a financial  services  organization.  The sales charge also does not apply to
shares sold to representatives of selling brokers and members of their immediate
families.  In  addition,  the sales charge does not apply to sales to bank trust
departments,  acting  on  behalf of one or more  clients,  of  shares  having an
aggregate value equal to or exceeding $200,000.
    
         For  purchases  of  $250,000  or more,  the  Funds  believe  that it is
preferable for an investor  (other than an  institutional  investor  eligible to
purchase  Class C shares) to purchase  Class A rather than Class B shares.  This
belief  is based on an  assessment  of the  relative  costs of the two  classes,
including  applicable  sales charge or CDSC and Service and  Distribution  Fees.
Accordingly,  the Funds have adopted guidelines  directing  authorized  brokers,
investment advisers and Service Organizations that purchases of $250,000 or more
by their  non-institutional  clients  should  be of Class A  shares.  The  Funds
reserve the right to vary these guidelines at any time.

Class B Shares

         The Funds  offer  their  Class B shares at their net asset  value  next
determined after a purchase order has been received.  No sales charge is imposed
at the time of purchase.  A CDSC is, however,  imposed on certain redemptions of
Class B shares.  See  "Redemption  of Fund Shares" for more  information  on the
CDSC.  On the  seventh  anniversary  of  their  purchase  date,  Class B  shares
automatically  convert  to Class A shares.  See  "Management  of the Funds - the
Distributor."

         See  "Dividends,  Distributions  and Federal  Income  Taxation," for an
explanation of circumstances in which a sales charge paid to acquire shares of a
mutual  fund may not be taken into  account in  determining  gain or loss on the
disposition of those shares.

Quantity Discounts in the Sales Charges

         Right of Accumulation

         The Funds permit sales charges on Class A shares to be reduced  through
rights of  accumulation.  For Class A shares,  the  schedule  of  reduced  sales
charges will be applicable once the accumulated value of the account has reached
$50,000. For this purpose, the dollar amount of the qualifying concurrent or

                                       43

<PAGE>



subsequent  purchase is added to the net asset value of any other Class A shares
of those  Funds in the  Company  owned at the time by the  investor.  The  sales
charge  imposed on the Class A shares being  purchased  will then be at the rate
applicable to the  aggregate of Class A shares  purchased.  For example,  if the
investor  held Class A shares of these Funds valued at $100,000 and purchased an
additional  $20,000  of  shares  of these  Funds  (totalling  an  investment  of
$120,000),  the sales charge for the $20,000 purchase would be at the next lower
sales charge on the schedule (i.e., the sales charge for purchases over $100,000
but less than  $250,000).  There can be no assurance that investors will receive
the cumulative  discounts to which they may be entitled  unless,  at the time of
placing  their  purchase  order,  the  investors,   their  dealers,  or  Service
Organizations make a written request for the discount.  The cumulative  discount
program may be amended or terminated at any time. This particular privilege does
not entitle the investor to any  adjustment in the sales charge paid  previously
on  purchases  of shares of the  Funds.  If the  investor  knows that he will be
making  additional  purchases  of shares in the future,  he may wish to consider
executing a Letter of Intent.

         Letter of Intent

         The  schedule of reduced  sales  charges is also  available  to Class A
investors who enter into a written Letter of Intent  providing for the purchase,
within a 13-month period, of Class A shares of a particular Fund. Shares of such
Fund previously purchased during a 90-day period prior to the date of receipt by
the Fund of the Letter of Intent  which are still owned by the  shareholder  may
also  be  included  in  determining  the  applicable  reduction,   provided  the
shareholder,  dealer,  or Service  Organization  notifies the Fund of such prior
purchases.

         A Letter of Intent permits an investor in Class A shares to establish a
total  investment  goal to be  achieved  by any  number  of  investments  over a
13-month period. Each investment made during the period will receive the reduced
sales commission  applicable to the amount represented by the goal as if it were
a single investment. A number of shares totalling 5% of the dollar amount of the
Letter  of  Intent  will be  held  in  escrow  by the  Fund  in the  name of the
shareholder.  The initial  purchase under a Letter of Intent must be equal to at
least 5% of the stated investment goal.

         The Letter of Intent does not obligate  the investor to purchase,  or a
Fund to sell,  the indicated  amount.  In the event the Letter of Intent goal is
not  achieved  within the 13-month  period,  the investor is required to pay the
difference  between the sales charge otherwise  applicable to the purchases made
during this period and sales charges  actually  paid.  The Fund is authorized by
the shareholder to liquidate a sufficient number of


                                       44

<PAGE>



escrowed shares to obtain such difference. If the goal is exceeded and purchases
pass the next sales charge  level,  the sales charge on the entire amount of the
purchase that results in passing that level and on subsequent  purchases will be
subject to further  reduced  sales charges in the same manner as set forth under
"Right of  Accumulation,"  but there will be no  retroactive  reduction of sales
charges  on  previous  purchases.  At any time  while a Letter  of  Intent is in
effect, a shareholder may, by written notice to the Fund, increase the amount of
the stated goal.  In that event,  shares  purchased  during the previous  90-day
period and still owned by the  shareholder  will be included in determining  the
applicable  sales  charge   reduction.   The  5%  escrow  and  minimum  purchase
requirements  will be applicable to the new stated goal.  Investors  electing to
purchase Fund shares  pursuant to a Letter of Intent should  carefully  read the
application for Letter of Intent which is available from the Fund.

                          MINIMUM PURCHASE REQUIREMENTS

         The minimum initial  investment in each of the Funds is $1,000,  except
that the minimum  investment  required for an IRA or other qualified  retirement
plan is $250. Any subsequent  investments  must be at least $250,  except for an
IRA or qualified  retirement plan investment.  All initial investments should be
accompanied by a completed  Purchase  Application  unless  otherwise agreed upon
when  purchases  are made through an authorized  securities  dealer or financial
institution.  A Purchase  Application  accompanies this Prospectus.  However,  a
separate  application is required for IRA and other  qualified  retirement  plan
investments.  Centura  North  Carolina  Tax-Free  Bond Fund is not a recommended
investment for an IRA or other qualified  retirement plan. The Funds reserve the
right to reject purchase orders.

                             PURCHASE OF FUND SHARES

         All  consideration  received by the Funds for the purchase of shares is
invested in full and fractional shares of the indicated class of the appropriate
Fund.  Certificates for shares are not issued.  Furman Selz maintains records of
each  shareholder's  holdings of Fund shares,  and each  shareholder  receives a
monthly statement of transactions, holdings and dividends.

         An investment may be made using any of the following methods:

         Through   an   Authorized   Broker,   Investment   Adviser  or  Service
Organization.  Shares are  available  to new and existing  shareholders  through
authorized brokers,  investment advisers and Service  Organizations.  To make an
investment  using this method,  a Purchase  Application must have been completed
and the customer must notify the broker, investment adviser or Service

                                       45

<PAGE>



Organization  of the amount to be  invested.  The broker  will then  contact the
Funds to place the order.

         Orders  received by the broker or Service  Organization in proper order
prior to the determination of net asset value and transmitted to the Funds prior
to the close of its business day (which is currently  5:00 p.m.,  Eastern time),
will become  effective  that day.  Brokers who receive  orders are  obligated to
transmit them promptly.  Written  confirmation  of an order should be received a
few days after the broker has placed the order.

         Through the Funds. Orders may be placed directly with the Funds. For an
initial investment,  the investor should submit a completed Purchase Application
together with a check or other negotiable bank draft for at least $1,000 (or any
lower applicable minimum required for an initial investment) to:

                               Centura Funds
                               Grand Central Station
                               P.O. Box 4490
                               New York, New York 10163-4490

         Subsequent  investments  may be  made  by  sending  a  check  or  other
negotiable bank draft for at least $250 (or any lower  applicable  minimum for a
subsequent investment) to the same address. The investor's letter of instruction
should  include:  (a) the name of the Fund and class of shares to be  purchased;
and (b) the account number.
   
         If orders placed through the Fund's  Distributor are paid for by check,
the order becomes  effective on the day on which funds are made  available  with
respect to the check,  which will be the same day of receipt of the check if the
check is received by 2:00 p.m.,  Eastern  time.  A customer who  purchases  Fund
shares  through the  Distributor  by personal  check will be permitted to redeem
those shares only after the purchase check has been collected, which may take up
to 15 days or more.  Customers who anticipate the need for more immediate access
to their  investment  should  purchase  shares with  federal  funds.  A customer
purchasing Fund shares through a Shareholder  Servicing Agent should contact his
or her  Shareholder  Servicing  Agent with  respect to the  ability to  purchase
shares by check and the related procedures.
    
         By  Wire.  Investments  may be made  directly  through  the use of wire
transfers of Federal  funds.  An  investor's  bank may wire Federal funds to the
applicable  Fund. In most cases, the bank will either be a member of the Federal
Reserve Banking System or have a relationship with a bank that is. The bank will
normally  charge a fee for handling  the  transaction.  To purchase  shares by a
Federal funds wire,  investors  should first contact the Funds' Client  Services
Wire Desk which will establish a record of

                                       46

<PAGE>



information for the wire to insure the correct processing of funds.  The Wire 
Desk may be called at 1-800-44CENTURA (442-3688).

         The investor's bank should wire funds using the following instructions:

                           Investors Fiduciary Trust Company
                           Kansas City, MO 64105
                           ABA#1010-0362-1
                           Account #751-300-3
                           Attn: Centura
                           Further Credit to: your account name and account
                           number


         Investors  who have read the  Prospectus  may  establish  a new regular
account through the Wire Desk; IRAs and other qualified retirement plan accounts
may not be opened in this way. When new accounts are  established  by wire,  the
distribution  options  will be set to  reinvest  all  dividends  and the  social
security or tax  identification  number  ("TIN") will not be  certified  until a
signed  application  is  received.  Completed  applications  should be forwarded
immediately  to the Funds.  By using the Purchase  Application,  an investor may
specify other distribution options and may add any special features offered by a
Fund. Should any dividend distributions or redemptions be paid before the TIN is
certified, they will be subject to 31% federal tax withholding.

         Institutional  Accounts. Bank trust departments and other institutional
accounts, not subject to sales charges, may place orders directly with the Funds
by telephone at 1-800-44CENTURA (442-3688).

         Automatic   Investment  Program.  An  eligible   shareholder  may  also
participate in the Centura Automatic Investment Program, an investment plan that
automatically debits money from the shareholder's bank account and invests it in
one or more of the  Funds  through  the use of  electronic  funds  transfers  or
automatic  bank drafts.  No  investment  is required to initiate  this  Program.
Shareholders  may elect to make  investments by transfers of a minimum of $50 on
either the fifth or twentieth  day of each month or calendar  quarter into their
established  Fund  account.  Contact  the Funds for more  information  about the
Centura Automatic Investment Program.

         By  Payroll  Direct  Deposits.  Investors  may set up a payroll  direct
deposit  arrangement  for  amounts to be  automatically  invested  in any of the
Funds.  Participants  in the Payroll  Direct  Deposit  Program may make periodic
investments  of at  least  $50  per pay  period.  Contact  the  Funds  for  more
information about Payroll Direct Deposits.

                                       47

<PAGE>




                            RETIREMENT PLAN ACCOUNTS

         Each of the Funds may be used as a  funding  medium  for IRAs and other
qualified  retirement  plans  ("Retirement  Plans"),  except that Centura  North
Carolina  Tax-Free  Bond  Fund is not  recommended  for IRA or  Retirement  Plan
investments.  The minimum initial  investment for an IRA or a Retirement Plan is
$250,  with no minimum for  subsequent  investments.  An IRA may be  established
through a custodial account with Investors  Fiduciary Trust Company.  Completion
of a special application is required in order to create such an account. A $5.00
establishment  fee and an annual $12.00  maintenance  and custody fee is payable
with respect to each IRA; in addition there will be charged a $10.00 termination
fee when the account is closed.  Fund shares may also be purchased  for IRAs and
Retirement Plans established with other authorized custodians.  Contributions to
IRAs are  subject  to  prevailing  amount  limits  set by the  Internal  Revenue
Service.  For more  information  about IRAs and other  Retirement Plan accounts,
call the Funds at 1-800-44CENTURA (442-3688).

                             EXCHANGE OF FUND SHARES

         The Funds offer two convenient  ways to exchange shares in one Fund for
shares of another  Fund in the Company.  Shares of a particular  class of a Fund
may be  exchanged  only for shares of that same class in  another  Fund.  Before
engaging in an exchange  transaction,  a shareholder  should read  carefully the
information in the  Prospectus  describing the Fund into which the exchange will
occur. A shareholder  may not exchange  shares of a class of one Fund for shares
of the same class of another Fund that is not qualified for sale in the state of
the  shareholder's  residence.  There is no minimum for exchanges,  provided the
investor has satisfied the $1,000 minimum  investment  requirement  for the Fund
into  which  he or she is  exchanging,  and no  service  fee is  imposed  for an
exchange. The Company may terminate or amend the terms of the exchange privilege
at any time upon 60 days notice to shareholders.

         A new account  opened by  exchange  must be  established  with the same
name(s),  address  and  social  security  number as the  existing  account.  All
exchanges will be made based on the respective net asset values next  determined
following receipt of the request by a Fund in good order.

         An  exchange is taxable as a sale of a security on which a gain or loss
may be recognized.  Shareholders  should  receive  written  confirmation  of the
exchange within a few days of the completion of the transaction.

         In the case of transactions subject to a sales charge, the sales charge
will be assessed on an exchange of shares, equal to the excess of the sales load
applicable to the shares to be

                                       48

<PAGE>



acquired,  over the amount of any sales load previously paid on the shares to be
exchanged.  No sales  charge is assessed on an exchange of shares that have been
held for more than two years.  No service  fee is imposed on any  exchange.  See
"Dividends,  Distributions  and Federal  Income  Taxation" for an explanation of
circumstances  in which a sales  charge paid to acquire  shares of the Funds may
not be taken into  account in  determining  gain or loss on the  disposition  of
those shares.

         Exchange by Mail. To exchange Fund shares by mail,  shareholders should
simply send a letter of instruction to the Funds. The letter of instruction must
include:  (a) the  investor's  account  number;  (b) the  class of  shares to be
exchanged; (c) the Fund from and the Fund into which the exchange is to be made;
(d) the dollar or share amount to be  exchanged;  and (e) the  signatures of all
registered owners or authorized parties. All signatures must be guaranteed by an
eligible  guarantor   institution   including  members  of  national  securities
exchanges,  commercial banks or trust companies,  broker-dealers,  credit unions
and savings associations.

         Exchange by  Telephone.  To exchange Fund shares by telephone or to ask
any questions,  shareholders may call the Fund at 1-800-  44CENTURA  (442-3688).
Please  be  prepared  to  give  the  telephone   representative   the  following
information:  (a)  the  account  number,  social  security  number  and  account
registration;  (b) the class of shares to be exchanged; (c) the name of the Fund
from  which and the Fund  into  which the  exchange  is to be made;  and (d) the
dollar  or share  amount  to be  exchanged.  Telephone  exchanges  are  provided
automatically to each shareholder unless otherwise specifically indicated on the
Purchase Application. The Funds employ procedures, including recording telephone
calls, testing caller's identity,  and sending written confirmation of telephone
transactions,   designed  to  give   reasonable   assurance  that   instructions
communicated  by telephone are genuine,  and to discourage  fraud. To the extent
that a Fund does not follow such procedures,  it may be liable for losses due to
unauthorized or fraudulent telephone instructions. A Fund will not be liable for
acting upon instructions  communicated by telephone that it reasonably  believes
to be genuine. The Funds reserve the right to suspend or terminate the privilege
of exchanging by mail or by telephone at any time.

                            REDEMPTION OF FUND SHARES

         Shareholders  may  redeem  their  shares,  in  whole  or in part on any
business  day. If a  shareholder  holds shares in more than one class of a Fund,
any request for  redemption  must  specify the class from which shares are to be
redeemed.  In the event a shareholder  fails to make such a specification  or if
there are  insufficient  shares of the specified class to satisfy the redemption
order, the redemption order will be delayed until the

                                       49

<PAGE>



Fund's transfer agent receives further instructions from the shareholder.

         Class A and Class B shares will be redeemed at the net asset value next
determined  after a  redemption  request in good order has been  received by the
applicable Fund,  provided that for Class B shares,  redemption proceeds will be
reduced by any applicable  CDSC. A CDSC payable to the Distributor is imposed on
any  redemption  of Class B shares that  causes the  current  value of a Class B
shareholder's  account to fall below the dollar  amount of all  payments  by the
shareholder for the purchase of Class B shares ("purchase  payments") during the
preceding five years.  No charge is imposed to the extent the net asset value of
the Class B shares to be  redeemed  does not  exceed (a) the  current  net asset
value of the Class B shares  purchased  through the reinvestment of dividends or
capital  gains  distributions,  plus (b) increases in the net asset value of the
shareholder's  Class B shares  above  the  purchase  payments  made  during  the
preceding five years.

         In circumstances in which the CDSC is imposed, the amount of the charge
will  depend on the  number of years  since the  shareholder  made the  purchase
payment from which the amount is being  redeemed.  With respect to Class B share
redemptions  only,  the  purchase  payment  from which a  redemption  is made is
assumed to be the earliest purchase payment from which a full redemption has not
already been effected.  Solely for purposes of  determining  the number of years
since  a  purchase  payment,  all  purchase  payments  during  a  month  will be
aggregated and deemed to have been made on the last day of the preceding  month.
The following  table sets forth the rates of the charge for redemptions of Class
B shares of each Fund.

Years Since Purchase           Contingent Deferred Sales Charge

                                                    Centura Federal Securities
                       Centura Equity             Income Fund and Centura North
                        Growth Fund                Carolina Tax-Free Bond Fund

         1                       5.0%                      3.0%
         2                       4.0%                      3.0%
         3                       3.0%                      3.0%
         4                       2.0%                      2.0%
         5                       1.0%                      1.0%
         6                        0%                         0%


         Following  the seventh  anniversary  of their  purchase  date,  Class B
shares  will  convert  automatically  to Class A shares and  thereafter  will be
subject to the lower service and  distribution  plan fees  applicable to Class A
shares. See "Management of the Funds - The Distributor."


                                       50

<PAGE>



         Waivers  of CDSC.  The Class B CDSC  will be waived on (a)  involuntary
redemptions;  and (b)  redemptions of shares in connection with a combination of
any  investment  company  with the Company or a Fund by merger,  acquisition  of
assets or  otherwise.  The CDSC will also be waived for the classes of investors
for which the initial  sales  charge is waived on  purchases  of Class A shares.
(See "Pricing of Fund Shares - Class A Shares.")

         Where the shares of any class to be  redeemed  have been  purchased  by
check,  the  redemption  request  will be held  until the  purchasing  check has
cleared,  which may take up to 15 days.  Shareholders  may avoid  this  delay by
investing  through wire transfers of Federal  funds.  During the period prior to
the time the shares are  redeemed,  dividends  on the shares  will  continue  to
accrue and be payable and the shareholder will be entitled to exercise all other
beneficial rights of ownership.

         Once the shares are redeemed,  a Fund will ordinarily send the proceeds
by check to the  shareholder  at the address of record on the next business day.
The Fund may, however, take up to seven days to make payment, although this will
not be the customary  practice.  Also, if the New York Stock  Exchange is closed
(or when trading is restricted) for any reason other than the customary  weekend
or holiday closing or if an emergency  condition as determined by the SEC merits
such action,  the Funds may suspend  redemptions  or postpone  payment  dates. A
redemption may be a taxable transaction on which gain or loss may be recognized.

         Redemption Methods. To ensure acceptance of a redemption request, it is
important that shareholders follow the procedures described below.  Although the
Funds have no present  intention to do so, the Funds reserve the right to refuse
or to limit the frequency of any telephone or wire  redemptions.  Of course,  it
may be difficult to place orders by telephone during periods of severe market or
economic  change,  and a  shareholder  should  consider  alternative  methods of
communications,  such as couriers.  The Funds' services and their provisions may
be modified or terminated at any time by the Funds.  If the Funds  terminate any
particular  service,  they  will do so  only  after  giving  written  notice  to
shareholders. Redemption by mail will always be available to shareholders.

         A shareholder may redeem shares using any of the following methods:

         Through an Authorized Broker, Investment Adviser or Service 
Organization.  The shareholder should contact his or her broker, investment
adviser or Service Organization and provide instructions to redeem shares.  Such
organizations are responsible for prompt transmission of orders.  The broker 
will

                                       51

<PAGE>



contact the Funds and place a redemption trade.  The broker may charge a fee for
this service.

         By Mail. Shareholders may redeem shares by sending a letter directly to
the Funds. To be accepted, a letter requesting  redemption must include: (a) the
Fund name, class of shares and account  registration from which shares are being
redeemed;  (b) the  account  number;  (c) the  amount  to be  redeemed;  (d) the
signatures  of all  registered  owners;  and (e) a  signature  guarantee  by any
eligible  guarantor   institution   including  members  of  national  securities
exchanges,  commercial banks or trust companies,  broker-dealers,  credit unions
and  savings  associations.  Corporations,  partnerships,  trusts or other legal
entities will be required to submit additional documentation.

         By Telephone.  Shareholders may redeem shares by calling the Funds toll
free  at  1-800-44CENTURA   (442-3688).   Be  prepared  to  give  the  telephone
representative  the  following  information:  (a)  the  account  number,  social
security number and account registration; (b) the name of the class and the Fund
from  which  shares  are being  redeemed;  and (c) the  amount  to be  redeemed.
Telephone  redemptions are available unless otherwise  indicated on the Purchase
Application  or on the Optional  Services  Form.  The Funds  employ  procedures,
including  recording telephone calls,  testing a caller's identity,  and sending
written  confirmation  of telephone  transactions,  designed to give  reasonable
assurance  that  instructions  communicated  by telephone  are  genuine,  and to
discourage fraud. To the extent that a Fund does not follow such procedures,  it
may  be  liable  for  losses  due  to  unauthorized   or  fraudulent   telephone
instructions.   A  Fund  will  not  be  liable  for  acting  upon   instructions
communicated by telephone that it reasonably believes to be genuine.

         By Wire.  Shareholders may redeem shares by contacting the Funds by 
mail or telephone and instructing the Funds to send a wire transmission to the 
shareholder's bank.

         The shareholder's  instructions should include: (a) the account number,
social security number and account  registration;  (b) the name of the class and
the Fund  from  which  shares  are  being  redeemed;  and (c) the  amount  to be
redeemed.  Wire  redemptions  can be  made  unless  otherwise  indicated  on the
shareholder's Purchase Application, and a copy is attached of a void check on an
account where proceeds are to be wired.  The bank may charge a fee for receiving
a wire payment on behalf of its customer.

         Systematic  Withdrawal Plan. An owner of $12,000 or more of shares of a
Fund may elect to have periodic  redemptions made from his account to be paid on
a monthly,  quarterly,  semiannual or annual  basis.  No CDSC will be imposed on
redemptions  of Class B shares  pursuant to a systematic  withdrawal  plan.  The
maximum

                                       52

<PAGE>



withdrawal  per year is 12% of the account value at the time of the election.  A
sufficient  number of shares to make the scheduled  redemption  will normally be
redeemed on the date selected by the  shareholder.  Depending on the size of the
payment  requested and fluctuation in the net asset value, if any, of the shares
redeemed, redemptions for the purpose of making such payments may reduce or even
exhaust the account.  A shareholder may request that these payments be sent to a
predesignated  bank or  other  designated  party.  Capital  gains  and  dividend
distributions  paid to the account will automatically be reinvested at net asset
value on the distribution payment date.

         Reinstatement  Privilege. A shareholder who has redeemed Class A shares
on which a sales charge was paid may reinvest, without a sales charge, up to the
full amount of such redemption at the net asset value  determined at the time of
the reinvestment  within 30 days of the original  redemption.  This privilege is
not  applicable  with  respect  to any CDSC  imposed on  redemptions  of Class B
shares. The shareholder must reinvest in the same Fund, same class, and the same
account  from  which  the  shares  were  redeemed.  A  redemption  is a  taxable
transaction  and gain may be recognized  for federal income tax purposes even if
the reinstatement privilege is exercised.  Any loss realized upon the redemption
will not be  recognized  as to the number of shares  acquired by  reinstatement,
except  through an  adjustment  in the tax basis of the shares so acquired.  See
"Dividends,  Distributions  and Federal  Income  Taxation" for an explanation of
circumstances  in which a sales charge paid to acquire  shares of a Fund may not
be taken into account in  determining  gain or loss on the  disposition of those
shares.

         Redemption of Small Accounts. Due to the disproportionately higher cost
of servicing small  accounts,  the Funds reserve the right to redeem on not less
than  30  days'  notice,  an  account  in a Fund  that  has  been  reduced  by a
shareholder (not by market action) to $1,000 or less. No CDSC will be imposed on
Class B shares so redeemed.  Moreover,  if during the 30-day  notice  period the
shareholder  purchases sufficient shares to bring the value of the account above
$ 1,000, the account will not be redeemed.

         Redemption  in Kind.  All  redemptions  of shares of the Funds shall be
made in cash,  except that the  commitment to redeem shares in cash extends only
to  redemption  requests  made by each  shareholder  of a Fund during any 90-day
period of up to the lesser of  $250,000 or 1% of the net asset value of the Fund
at the  beginning of such period.  This  commitment is  irrevocable  without the
prior approval of the SEC. In the case of redemption requests by shareholders in
excess of such amounts, the Board of Directors reserves the right to have a Fund
make payment,  in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of the Fund
to the detriment of the existing

                                       53

<PAGE>



shareholders.  In this event,  the securities  would be valued  generally in the
same manner as the  securities of that Fund are valued  generally.  The value of
securities  payable in kind for a redemption of Class B shares would reflect the
deduction of any applicable CDSC. If the recipient were to sell such securities.
he or she would incur brokerage charges.

         Signature Guarantees.  To protect shareholder  accounts,  the Funds and
the Administrator  from fraud,  signature  guarantees are required to enable the
Funds to verify the identity of the person who has authorized a redemption  from
an account.  Signature  guarantees  are required for (1)  redemptions  where the
proceeds are to be sent to someone other than the registered  shareholder(s) and
the  registered  address,  (2) a  redemption  of $25,000 or more,  and (3) share
transfer  requests.  Signature  guarantees may be obtained from certain eligible
financial  institutions,  including  but not limited to, the  following:  banks,
trust companies, credit unions, securities brokers and dealers, savings and loan
associations  and  participants  in  the  Securities  and  Transfer  Association
Medallion Program  ("STAMP"),  the Stock Exchange  Medallion Program ("SEMP") or
the New York Stock Exchange  Medallion  Signature Program ("MSP").  Shareholders
may contact the Funds at 1-800-442-3688 for further details.

                             PORTFOLIO TRANSACTIONS

         Pursuant to the Investment Advisory Agreement the Adviser places orders
for the purchase and sale of portfolio  investments for the Funds' accounts with
brokers or dealers it selects in its discretion.

         In  effecting  purchases  and  sales of  portfolio  securities  for the
account  of a Fund,  the  Adviser  will seek the best  execution  of the  Fund's
orders.  Purchases  and sales of  portfolio  debt  securities  for the Funds are
generally  placed by the Adviser with primary market makers for these securities
on a net  basis,  without  any  brokerage  commission  being  paid by the Funds.
Trading does,  however,  involve  transaction  costs.  Transactions with dealers
serving as primary  market makers  reflect the spread  between the bid and asked
prices.  The Funds may purchase  securities  during an underwriting,  which will
include an  underwriting  fee paid to the  underwriter.  Purchases  and sales of
common stocks are generally placed by the Adviser with broker-dealers  which, in
the judgment of the Adviser,  provide prompt and reliable execution at favorable
security prices and reasonable commission rates.  Broker-dealers are selected on
the basis of a variety of factors such as reputation, capital strength, size and
difficulty of order,  sale of Fund shares and research  provided to the Adviser.
The  Adviser  may  cause  a  Fund  to  pay   commissions   higher  than  another
broker-dealer  would have charged if the Adviser believes the commission paid is
reasonable in relation to

                                       54

<PAGE>



the value of the brokerage and research services received by the Adviser.

         Each of the  Funds may buy and sell  securities  to take  advantage  of
investment  opportunities  when such  transactions  are consistent with a Fund's
investment   objectives  and  policies  and  when  the  Adviser   believes  such
transactions may improve a Fund's overall investment return.  These transactions
involve costs in the form of spreads or brokerage commissions. The Funds are not
normally expected to have portfolio turnover rates in excess of 50%.

         Consistent with the Rules of Fair Practice of the National  Association
of Securities Dealers,  Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Directors may determine,  the
Adviser may consider  sales of shares of the Funds as a factor in the  selection
of broker-dealers to execute portfolio transactions for the Funds.

                              FUND SHARE VALUATION

         The net asset  value per share for each class of shares of each Fund is
calculated at 4:15 pm.  (Eastern time),  Monday through Friday,  on each day the
New York Stock  Exchange  is open for  trading,  which  excludes  the  following
business holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday,  Memorial Day,  Independence  Day, Labor Day,  Thanksgiving Day and
Christmas  Day.  The net asset  value  per share of each  class of shares of the
Funds is computed by dividing the value of net assets of each class  (i.e.,  the
value of the assets less the  liabilities)  by the total  number of such class's
outstanding  shares.  All  expenses,  including  fees  paid to the  Adviser  and
Administrator,  are  accrued  daily and taken into  account  for the  purpose of
determining the net asset value.

         Securities  listed on an  exchange  are valued on the basis of the last
sale prior to the time the  valuation  is made.  If there has been no sale since
the  immediately  previous  valuation,  then  the  current  bid  price  is used.
Quotations  are taken for the exchange  where the security is primarily  traded.
Portfolio  securities  which are  primarily  traded on foreign  exchanges may be
valued with the assistance of a pricing service and are generally  valued at the
preceding  closing  values of such  securities  on their  respective  exchanges,
except  that when an  occurrence  subsequent  to the time a foreign  security is
valued  is likely  to have  changed  such  value,  then the fair  value of those
securities will be determined by  consideration of other factors by or under the
direction of the Board of Directors.  Over-the-counter  securities are valued on
the  basis of the bid  price at the  close of  business  on each  business  day.
Securities for which market  quotations are not readily  available are valued at
fair value as determined in good faith by or at the direction of the Board of

                                       55

<PAGE>



Directors.  Notwithstanding  the above, bonds and other fixed-income  securities
are valued by using market  quotations  and may be valued on the basis of prices
provided by a pricing service approved by the Board of Directors. All assets and
liabilities  initially  expressed in foreign  currencies  will be converted into
U.S.  dollars at the mean  between the bid and asked  prices of such  currencies
against U.S. dollars as last quoted by any major bank.

              DIVIDENDS, DISTRIBUTIONS, AND FEDERAL INCOME TAXATION

         Each Fund  intends  to  qualify  annually  to elect to be  treated as a
regulated  investment  company pursuant to the provisions of Subchapter M of the
Internal  Revenue Code of 1986, as amended (the "Code").  To qualify,  each Fund
must meet certain income, distribution and diversification  requirements. In any
year in which a Fund  qualifies  as a  regulated  investment  company and timely
distributes  all  of its  taxable  income  and  substantially  all  of  its  net
tax-exempt  interest  income,  the Fund generally will not pay any U.S.  federal
income or excise tax.

         Each Fund intends to distribute to its shareholders  substantially  all
of its investment  company  taxable income (which  includes,  among other items,
dividends and interest and the excess,  if any, of net short-term  capital gains
over net long-term  capital  losses).  Investment  company taxable income (other
than the capital gain  component  thereof)  will be declared and paid monthly by
Centura  Equity  Growth Fund and Centura  Equity  Income Fund.  Centura  Federal
Securities  Income  Fund and  Centura  North  Carolina  Tax-Free  Bond Fund will
declare  dividends  daily  and pay  them  out  monthly.  Each  Fund  intends  to
distribute,  at  least  annually,  substantially  all  net  realized  long-  and
short-term  capital  gain.  In  determining  amounts  of  capital  gains  to  be
distributed,  any  capital  loss  carryovers  from  prior  years will be applied
against capital gains.

         In the case of Centura Federal Securities Income Fund and Centura North
Carolina  Tax-Free Bond Fund, the amount  declared each day as a dividend may be
based on projections of estimated  monthly net investment  income and may differ
from the actual  investment  income  determined  in  accordance  with  generally
accepted accounting principles.  An adjustment will be made to the dividend each
month to account for any  difference  between the projected  and actual  monthly
investment income.

         Distributions  will be paid in  additional  Fund shares of the relevant
class  based on the net  asset  value of  shares  of that  class at the close of
business of the payment date of the distribution,  unless the shareholder elects
in writing,  not less than five full  business days prior to the record date, to
receive such distributions in cash.  Dividends declared in, and attributable to,
the preceding month will be paid within five business days after the end of each
month. In the case of the

                                       56

<PAGE>



Funds  that  declare  daily  dividends,  shares  purchased  will  begin  earning
dividends on the day after the purchase order is executed,  and shares  redeemed
will earn dividends  through the day the  redemption is executed.  Investors who
redeem all or a portion of their Fund shares  prior to a dividend  payment  date
will be entitled on the next payment date to all  dividends  declared but unpaid
on those shares at the time of their redemption.

         Any  dividend  or other  distribution  paid by a Fund has the effect of
reducing the net asset value per share on the record date by the amount thereof.
Therefore,  in the case of Centura  Equity  Growth Fund,  which does not declare
dividends daily, a dividend or other  distribution paid shortly after a purchase
of shares would represent,  in substance, a return of capital to the shareholder
(to the extent it is paid on the shares so  purchased),  even though  subject to
income taxes, as discussed below.

         Dividends distributed by Centura North Carolina Tax-Free Bond Fund that
are  derived  from  interest  income  exempt  from  federal  income  tax and are
designated by the Fund as  "exempt-interest  dividends"  will be exempt from the
regular  federal  income  tax.  Capital  gains   distributions   and  any  other
distributions  of Fund earnings not  designated  by the Fund as  exempt-interest
dividends will, however,  generally be subject to federal,  state and local tax.
The  Fund's  investment  policies  permit  it to earn  income  which  cannot  be
designated as exempt-interest dividends.

         Distributions  of investment  company  taxable  income  (regardless  of
whether  derived from dividends,  interest or short-term  capital gains) will be
taxable  to  shareholders  as  ordinary  income.  If a portion  of the income of
Centura  Equity Growth Fund or Centura  Equity Income Fund consists of dividends
paid by U.S.  corporations,  a portion  of the  dividends  paid by that Fund may
qualify for the deduction for dividends received by corporations.  No portion of
the dividends paid by Centura  Federal  Securities  Income Fund or Centura North
Carolina  Tax-Free  Bond Fund is expected to so  qualify.  Distributions  of net
long-term  capital gains  designated by a Fund as capital gain dividends will be
taxable as long-term  capital  gains,  regardless of how long a shareholder  has
held his Fund  shares.  Distributions  are  taxable in the same  manner  whether
received in additional shares or in cash.

         A  distribution,  including  an  "exempt-interest  dividend,"  will  be
treated as paid on December 31 of the calendar  year if it is declared by a Fund
during October,  November, or December of that year to shareholders of record in
such a month and paid by the Fund during January of the following calendar year.
Such distributions will be taxable to shareholders in the calendar

                                       57

<PAGE>



year in which the distributions  are declared,  rather than the calendar year in
which the distributions are received.

         Any  gain or loss  realized  by a  shareholder  upon  the sale or other
disposition of shares of a Fund, or upon receipt of a  distribution  in complete
liquidation  of a Fund,  generally  will be a capital gain or loss which will be
long-term or  short-term  generally  depending  upon the  shareholder's  holding
period for the shares.

         The timing of a  shareholder's  investment  could have  undesirable tax
consequences.  If a shareholder  opens a new account or buys more shares for his
or her  current  account  just  before the day a capital  gain  distribution  is
reflected in the Fund's share price, the shareholder  would receive a portion of
his or her investment back as a taxable capital gain distribution.

         Shareholders  should  also be aware  that  redeeming  shares of Centura
North  Carolina  Tax-Free Bond Fund after  tax-exempt  interest  income has been
accrued by the Fund but before  that income has been  distributed  as a dividend
may be disadvantageous. This is because the gain, if any, on the redemption will
be taxable,  even though  such gain may be  attributable  in part to the accrued
tax-exempt  interest,  which,  if distributed  to the  shareholder as a dividend
rather than as redemption  proceeds,  might have qualified as an exempt-interest
dividend.

         Under  certain  circumstances,  the sales charge  incurred in acquiring
Class A shares of a Fund may not be taken into account in  determining  the gain
or loss on the  disposition  of those  shares.  This rule  applies  when Class A
shares of a Fund are exchanged within 90 days after the date they were purchased
and new Class A shares  of a Fund are  acquired  without a sales  charge or at a
reduced sales charge.  In that case, the gain or loss recognized on the exchange
will be  determined  by  excluding  from  the tax  basis  of the  Class A shares
exchanged  all or a portion of the sales  charge  incurred  in  acquiring  those
shares. This exclusion applies to the extent that the otherwise applicable sales
charge with respect to the newly  acquired Class A shares is reduced as a result
of having  incurred a sales  charge  initially.  The portion of the sales charge
affected by this rule will be treated as a sales charge paid for the new Class A
shares.

         The  Funds  may be  required  to  withhold  federal  income  tax of 31%
("backup  withholding")  of the  distributions  and the proceeds of  redemptions
payable to shareholders  who fail to provide a correct  taxpayer  identification
number or to make required  certifications,  or where a Fund or shareholder  has
been notified by the Internal Revenue Service that the shareholder is subject to
backup  withholding.  Corporate  shareholders  and  certain  other  shareholders
specified in the Code are exempt from backup

                                       58

<PAGE>



withholding.  Backup withholding is not an additional tax.  Any amounts withheld
 may be credited against the shareholder's U.S. federal income tax liability.

         Further  information  relating to tax  consequences is contained in the
SAI.

         Shareholders will be notified annually by the Company as to the federal
tax status of distributions made by the Fund(s) in which they invest.  Depending
on the residence of the shareholder for tax purposes,  distributions also may be
subject  to  state  and  local  taxes,   including  withholding  taxes.  Foreign
shareholders may also be subject to special  withholding  requirements.  Special
tax treatment including a penalty on certain  pre-retirement  distributions,  is
accorded to accounts  maintained as IRAs. With respect to Centura North Carolina
Tax-Free Bond Fund,  North Carolina law exempts from income  taxation  dividends
received from a regulated  investment company in proportion to the income of the
regulated  investment  company  that is  attributable  to  interest  on bonds or
securities of the U.S. government or any agency or instrumentality thereof or on
bonds of the State of North  Carolina or any county,  municipality  or political
subdivision  thereof.  Shareholders  should consult their own tax advisers as to
the  federal,  state and local tax  consequences  of  ownership of shares of the
Funds in their particular circumstances.

                                OTHER INFORMATION

Capitalization

         Centura Funds, Inc. was organized as a Maryland corporation on March 1,
1994 and currently consists of four separately managed portfolios.  The Board of
Directors may establish additional  portfolios in the future. The capitalization
of the Company  consists solely of six hundred million  (600,000,000)  shares of
common stock with a par value of $0.001 per share.  When  issued,  shares of the
Funds are fully paid, non-assessable and freely transferable.

         This  Prospectus  relates  to Class A shares  and Class B shares of the
Funds. Each Fund also offers Class C shares which are offered at net asset value
with no sales  charge or CDSC only to accounts  managed by the  Adviser's  Trust
Department.  Because Class C shares are not subject to service and  distribution
fees,  their  performance  will typically differ from that of Class A or Class B
shares.  Information  about  Class C shares  may be  obtained  from  your  sales
representative or the Funds by calling (800) 442- 3688.


                                       59

<PAGE>



Voting

         Shareholders have the right to vote in the election of Directors and on
any and all matters on which,  by law or under the  provisions  of the Company's
Articles of  Incorporation,  they may be  entitled  to vote.  The Company is not
required to hold regular annual meetings of the Funds' shareholders and does not
intend to do so. Each Fund's  shareholders  vote  separately on items  affecting
only that Fund, and  shareholders of each class within a Fund vote separately on
matters affecting only that class, such as the service and distribution plan for
that class.

         The Articles of Incorporation provide that the holders of not less than
two-thirds of the outstanding  shares of the Company may remove a person serving
as a Director either by a declaration in writing or at a meeting called for such
purpose.  The  Directors  are  required  to call a meeting  for the  purpose  of
considering  the removal of a person serving as Director if requested in writing
to do so by the  holders of not less than 10% of the  outstanding  shares of the
Company. See "Other Information-Voting Rights" in the SAI.

         Shares entitle their holders to one vote per share (with  proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of a
majority  of the  outstanding  shares"  of a Fund,  a class or the  Company,  as
applicable,  means the vote of the  lesser of: (1) 67% of the shares of the Fund
(a class or the Company) present at a meeting if the holders of more than 50% of
the  outstanding  shares are present in person or by proxy; or (2) more than 50%
of the outstanding shares of the Fund (a class or the Company).

Performance Information
   
      CENTURA BANK
PERFORMANCE COMPARISONS (unaudited)
<TABLE>
<CAPTION>

                           FOR CALENDAR YEAR PERIODS               FOR THE PERIODS ENDED 6/30/96
<S>                         <C>     <C>     <C>     <C>     <C>    <C>     <C>       <C>     <C>     <C>
                                                                                     3 Year  5 Year  Current
                            1991    1992    1993    1994    1995   Y-T-D   12 Months Average Average  Yield

EQUITY FUNDS:

Centura Equity Growth Fund  30.9%   16.5%   18.8%   -8.3%   35.0%    9.7%    21.7%   14.5%   15.4%    0.5%
Centura Equity Income Fund  19.5%   11.3%   13.8%   -2.6%   32.6%    8.7%    23.8%   14.5%   14.9%    2.7%
Standard & Poor's 500       30.5%    7.7%   10.0%    1.3%   37.5%   10.1%    25.9%   17.2%   15.7%    --



FIXED INCOME FUNDS:

Centura Federal Securities  12.0%    6.1%    6.9%   -1.8%   13.5%   -0.8%     4.2%    4.1%    6.3%    6.0%
Centura NC Municipal Bond
  Fund                       5.3%    5.6%    8.0%   -3.9%   12.5%   -1.1%     4.4%    3.7%    5.2%    4.3%
U.S.Treasury Bills (3-Month) 6.2%    3.9%    2.7%    4.2%    4.9%    2.3%     4.8%    4.1%    3.8%    --
Merrill Lynch Gov't U.S.
   Treasury Short-Term
   Index                    11.7%    6.3%    5.4%    0.6%   12.9%    1.4%     5.5%    4.9%    6.3%    --
Lehman Brothers 5 Year
   Municipal Index          11.4%    7.6%    8.7%   -1.3%   11.6%    0.6%     5.1%    4.7%    6.8%    --

</TABLE>
<PAGE>
(1) The  performance  figures in this table  relate to the Class C shares of the
    Funds.  The performance of Class A and Class B would be lower due to certain
    distribution-related expenses borne by those classes.

(2) From  1/1/91 to 5/31/94  Centura  Equity  Growth  Fund and  Centura  Federal
    Securities  Income  Fund were bank  collective  trust funds  maintained  and
    managed by Centura Bank and Centura North Carolina Municipal Bond Fund was a
    private trust fund managed by Centura Bank.  From 1/1/91 to 6/30/96  Centura
    Equity Income Fund was a bank common trust fund maintained and managed by 
    Centura Bank.  The investment objectives and policies of each fund prior to
    its conversion to a registered mutual fund were substantially comparable to
    those of its successor registered mutual fund.

(3) Investment performance for the Funds during their maintenance as common, 
    collective or private trust funds has been calculated on a monthly basis 
    utilizing the Bank Administration Institute's recommended time-weighted rate
    of return method to compute the investment performance reflected in the 
    above Schedule.

    The  performance  figures assume  reinvestment of dividends and interest and
    include  the  cost of  brokerage  commissions.  The  investment  performance
    excludes  taxes an  investor  might  have  incurred  as a result of  taxable
    ordinary income and capital gains realized by the accounts.  Bank common, 
    collective and private trust funds are not subject to certain expenses 
    normally incurred by a mutual fund.  Thus, the performance figures for 
    periods prior to conversion to registered funds have been adjusted, on a 
    quarterly basis, to reflect the impact of the estimated expense ratios for 
    the registered funds at the time of the conversion.

(4) The bank-maintained common, collective and private trust funds were managed
    with substantially the same investment objectives and policies as the 
    registered mutual funds, but were not subject to all the same tax and
    regulatory requirements applicable to mutual funds.  These regulatory and
    tax requirements could affect performance either positively or negatively.

(5) Each of the following indexes used in the above table is a widely recognized
    index of market  performance.  The indexes are unmanaged and thus reflect no
    management  fees. They also do not reflect the transaction  costs that would
    be incurred by an investor to acquire the included  securities.  Because the
    indexes used as Fixed Income Funds  comparisons  reflect shorter  maturities
    than the  portfolios of the Centura fixed income funds in the  illustration,
    the indexes are less volatile than the trust funds.

    Standard  & Poor's 500  Composite  Stock  Price  Index is an index of market
    activity  based on the  aggregate  performance  of a selected  portfolio  of
    publicly traded common stocks,  including monthly adjustments to reflect the
    reinvestment  of dividends.  The Index thus reflects the total return of its
    portfolio,  including changes in market prices as well as accrued investment
    income.

    Merrill Lynch Government,  U.S. Treasury Short-Term Index shows total return
    for all outstanding U.S.  Treasury  securities  maturing in from one to 2.99
    years.  Price,  coupon and total return are reported  using market  weighted
    value including accrued interest.

    Lehman Brothers  Municipal Bond Index is a total return performance index of
    approximately  21,000  municipal  bonds that meet certain  criteria.  Price,
    coupon,  and total return are reported using market weighted value including
    accrued interest.
    
<PAGE>

         When  performance  records are  developed by the Funds,  they may, from
time to time,  include  the yield and total  return for shares  (including  each
class,  as  applicable)  in   advertisements   or  reports  to  shareholders  or
prospective investors.  The methods used to calculate the yield and total return
of the Funds are mandated by the SEC. In general, the performance of the classes
of each Fund will differ due to (a)  differences  in the level of class specific
expenses,  including  service and distribution  fees and (b) the fact that total
return  figures for Class A shares will  reflect  the  deduction  of the maximum
front-end  sales charge  applicable for each Fund while the total return figures
for Class B shares  will  reflect the  maximum  CDSC for each Fund.  Performance
figures  for  Class C  shares  will  reflect  the  absence  of any  service  and
distribution  fee,  front-end sales charge or CDSC. Due to these  differences in
fees  and/or  expenses  borne by Class A, Class B and Class C shares,  yield and
total  return on Class A and Class B shares can be expected to be lower than the
yield and total return on Class C shares for the same period.

                                       60

<PAGE>




         Quotations of "yield" will be based on the investment  income per share
during a  particular  30-day  (or one month)  period  (including  dividends  and
interest),  less expenses accrued during the period ("net  investment  income"),
and will be computed by dividing  net  investment  income by the maximum  public
offering price per share (for each class,  as applicable) on the last day of the
period.

         Quotations  of yield  reflect a Fund's (and its  classes')  performance
only during the particular  period on which the calculations  are based.  Yields
will vary based on changes in market conditions, the level of interest rates and
the level of the Fund's  expenses,  including  class-specific  expenses,  and no
reported  performance  figure should be considered an indication of  performance
which may be expected in the future.  Quotations of average  annual total return
will be expressed in terms of the average annual  compounded rate of return of a
hypothetical  investment in shares of a Fund (or class) over periods of 1, 5 and
10 years (up to the life of the Fund),  reflect the deduction of a  proportional
share of Fund and class-specific  expenses,  as applicable,  on an annual basis,
and assume that all dividends and distributions are reinvested when paid.

         Centura  North  Carolina  Tax-Free  Bond  Fund may also  advertise  its
"taxable  equivalent  yield."  Taxable  equivalent  yield is the  yield  that an
investment, subject to regular federal and North Carolina personal income taxes,
would need to earn in order to equal,  on an  after-tax  basis,  the yield on an
investment exempt from such taxes. A taxable  equivalent yield quotation for the
Fund will be higher than the yield quotations for the Fund.

         The  following  table shows how to translate the yield of an investment
that is exempt from regular  federal and North  Carolina  personal  income taxes
into a taxable equivalent yield for the 1996 taxable year. The last five columns
of the table  show  approximately  how much a taxable  investment  would have to
yield in order to  generate an  after-tax  (regular  federal and North  Carolina
personal  income  taxes) yield of 4%, 5%, 6%, 7% or 8%. For  example,  the table
shows that a married  taxpayer  filing a joint  return  with  taxable  income of
$80,000  would  have to earn a yield  of  approximately  10.45%  before  regular
federal and North Carolina  personal income taxes in order to earn a yield after
such taxes of 7%.


                                       61

<PAGE>

<TABLE>


                                                           1996 Taxable Year
                           Taxable Equivalent Yield Table(1)-Federal and North Carolina personal income taxes
<CAPTION>

                                                                                    To Equal Hypothetical Tax-Free Yield of
                                                                                   4%, 5%, 6%, 7% or 8%, A Taxable Investment
                  Taxable Income(2)                                                      Would Have to Yield Approximately
                                                          Combined
                                                          Marginal
     Single Return             Joint Return                 Rate            4%          5%           6%           7%            8%
                                                                            --          --           --           --            --
<S>                         <C>                           <C>               <C>        <C>         <C>          <C>           <C>

up to $12,750               up to $21,250                  20.10%          5.01%       6.26%       7.51%        8.76%         10.01%

$12,751-$24,000             $21,251-$40,100                20.95%          5.06%       6.33%       7.59%        8.86%         10.12%

$24,001-$58,150             $40,101-$96,900                33.04%          5.97%       7.47%       8.96%        10.45%        11.95%

$58,151-$60,000             $96,901-$100,000               35.83%          6.23%       7.79%       9.35%        10.91%        12.47%

$60,001-$121,300            $100,001-$147,700              36.35%          6.28%       7.86%       9.43%        11.00%        12.57%

$121,301-$263,750           $147,701-$263,750              40.96%          6.78%       8.47%       10.16%       11.86%        13.55%

$263,751 and over           $263,751 and over              44.28%          7.18%       8.98%       10.77%       12.57%        14.36%

</TABLE>


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

1.       The chart is presented for information purposes only.  Tax
         equivalent yields are a useful tool in determining the
         desirability of a tax exempt investment; tax equivalent
         yields should not be regarded as determinative of the
         desirability of such an investment.  In addition, this chart
         is based on a number of assumptions which may not apply in
         your case.  You should, therefore, consult a competent tax
         adviser regarding tax equivalent yields in your situation.

2.       Assuming the federal alternative minimum tax is not
         applicable.

3.       The combined marginal rates were calculated using federal
         and North Carolina tax rate tables for the 1996 taxable
         year.  The federal tax rate tables are indexed each year to
         reflect changes in the Consumer Price Index.  The combined
         federal and North Carolina personal income tax marginal
         rates assume the North Carolina personal income taxes are
         fully deductible for federal income tax purposes as an
         itemized deduction.  However, the ability to deduct itemized
         deductions (including state income taxes) for federal income
         tax purposes is limited for those taxpayers whose federal
         adjusted gross income for 1996 exceeds $117,950 ($58,975 in
         the case of a married individual filing a separate return).
         In addition, for federal income tax purposes that tax
         benefit of personal exemptions is phased out for taxpayers
         whose adjusted gross incomes exceed specified thresholds
         (for 1996, $117,950 in the case of single individuals and
         $176,950 in the case of married individuals filing a joint
         return).

                                       62

<PAGE>




         Performance  information  for the  Funds  may be  compared  to  various
unmanaged indices,  such as the Standard & Poor's 500 Stock Index, the Dow Jones
Industrial Average,  indices prepared by Lipper Analytical  Services,  and other
entities or organizations  which track the performance of investment  companies.
Any  performance  information  should  be  considered  in light  of each  Fund's
investment objectives and policies,  characteristics and quality of the Fund and
the  market  conditions  during  the time  period  indicated,  and should not be
considered  to be  representative  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Funds, see the SAI.

Account Services

         All  transactions  in  shares  of the  Funds  will  be  reflected  in a
statement for each shareholder.  In those cases where a Service  Organization or
its nominee is shareholder of record of shares  purchased for its customer,  the
Funds have been advised that the statement may be transmitted to the customer at
the discretion of the Service Organization.

         Furman Selz  provides  fund  accounting  functions  for the Funds,  and
provides personnel and facilities to perform shareholder  servicing and transfer
agency-related services for the Company.

Shareholder Inquiries

         All shareholder inquiries should be directed to Centura Funds, Grand 
Central Station, P.O. Box 4490, New York, New York 10163-4490.

         General and Account Information: (800) 44CENTURA (442-3688).



                                       63

<PAGE>



                                    APPENDIX

DESCRIPTION OF BOND RATINGS

Description of Moody's bond ratings:

         Excerpts  from  Moody's  description  of its bond ratings are listed as
follows:  Aaa - judged to be the best quality and they carry the smallest degree
of  investment  risk;  Aa - judged  to be of high  quality  by all  standards  -
together with the Aaa group,  they  comprise  what are  generally  known as high
grade  bonds;  A possess  many  favorable  investment  attributes  and are to be
considered  as "upper medium grade  obligations;"  Baa - considered to be medium
grade obligations,  i.e., they are neither highly protected nor poorly secured -
interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable  over any  great  length  of time;  Ba  -judged  to have  speculative
elements,  their future cannot be considered as well assured;  B generally  lack
characteristics  of the  desirable  investment;  Caa are of poor standing - such
issues may be in default or there may be present elements of danger with respect
to principal or interest; Ca - speculative in a high degree, often in default; C
- - lowest rated class of bonds, regarded as having extremely poor prospects.

         Moody's  also  supplies  numerical  indicators  1,  2 and  3 to  rating
categories.  The modifier 1 indicates  that the security is in the higher end of
its rating category;  the modifier 2 indicates a mid-range ranking; and modifier
3 indicates a ranking toward the lower end of the category.

Description of S&P's bond ratings:

         Excerpts  from  S&P's  description  of its bond  ratings  are listed as
follows: AAA - highest grade obligations,  in which capacity to pay interest and
repay  principal is  extremely  strong:  AA - has a very strong  capacity to pay
interest  and repay  principal,  and  differs  from AAA  issues  only in a small
degree; A - has a strong capacity to pay interest and repay principal,  although
they are  somewhat  more  susceptible  to the  adverse  effects  of  changes  in
circumstances and economic conditions than debt in higher rated categories;  BBB
- - regarded as having an adequate  capacity to pay interest and repay  principal;
whereas it normally exhibits adequate  protection  parameters,  adverse economic
conditions  or  changing  circumstances  are more  likely to lead to a  weakened
capacity to pay interest and repay  principal  for debt in this category than in
higher rated categories. This group is the lowest which qualifies for commercial
bank investment.  BB, B, CCC, CC, C - predominantly  speculative with respect to
capacity to pay interest and repay  principal  in  accordance  with terms of the
obligations; BB indicates the

                                       64

<PAGE>



highest grade and C the lowest within the  speculative  rating  categories.  D -
interest or principal payments are in default.

         S&P  applies  indicators  "+,"  no  character,  and  "-" to its  rating
categories.  The  indicators  show  relative  standing  within the major  rating
categories.

Description of Moody's ratings of short-term municipal obligations:

         Moody's ratings for state and municipal short-term  obligations will be
designated   Moody's  Investment  Grade  or  MIG.  Such  ratings  recognize  the
differences between short-term credit and long-term risk.  Short-term ratings on
issues  with  demand   features   (variable   rate   demand   obligations)   are
differentiated by the use of the VMIG symbol to reflect such  characteristics as
payment  upon  periodic  demand  rather than fixed  maturity  dates and payments
relying on external liquidity. Ratings categories for securities in these groups
are as follows:  MIG 1/VMIG 1 - denotes best  quality,  there is present  strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based  access to the market  for  refinancing;  MIG 2/VMIG 2 denotes  high
quality,  margins  of  protection  are  ample  although  not as  large as in the
preceding group; MIG 3/VMIG 3 - denotes high quality,  all security elements are
accounted  for but there is lacking the  undeniable  strength  of the  preceding
grades; MIG 4/VMIG 4 - denotes adequate quality, protection commonly regarded as
required of an investment security is present,  but there is specific risk; SQ -
denotes  speculative  quality,  instruments  in this  category  lack  margins of
protection.

Description of Moody's commercial paper ratings:

         Excerpts from Moody's  commercial  paper ratings are listed as follows:
Prime - 1 - issuers (or  supporting  institutions)  have a superior  ability for
repayment of senior short-term promissory  obligations;  Prime - 2 - issuers (or
supporting   institutions)  have  a  strong  ability  for  repayment  of  senior
short-term  promissory   obligations;   Prime  -  3  -  issuers  (or  supporting
institutions)  have an  acceptable  ability for  repayment of senior  short-term
promissory obligations;  Not Prime - issuers do not fall within any of the Prime
categories.

Description of S&P's ratings for corporate and municipal bonds:

         Investment  grade ratings:  AAA - the highest  rating  assigned by S&P,
capacity to pay interest and repay  principal  is extremely  strong;  AA - has a
very strong  capacity to pay interest and repay  principal  and differs from the
highest  rated  issues only in a small  degree;  A - has strong  capacity to pay
interest and repay  principal  although it is somewhat more  susceptible  to the
adverse effects of changes in circumstances and economic conditions than

                                       65

<PAGE>



debt in higher rated  categories;  BBB - regarded as having an adequate capacity
to pay  interest  and repay  principal - whereas it normally  exhibits  adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened  capacity to pay interest and repay  principal
for debt in this category than in higher rated categories.

          Speculative  grade  ratings:  BB, B, CCC,  CC, C - debt rated in these
categories is regarded as having predominantly speculative  characteristics with
respect to capacity to pay interest  and repay  principal - while such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions; CI - reserved
for income bonds on which no interest is being paid; D - in default, and payment
of interest and/or  repayment of principal is in arrears.  Plus (+) or Minus (-)
the  ratings  from "AA" to "CCC" may be  modified  by the  addition of a plus or
minus sign to show relative standing within the major rating categories.

Description of S&P's rating for municipal notes and short-term  municipal demand
obligations:

         Rating  categories  arc as follows:  SP-1 - has a very strong or strong
capacity to pay  principal  and  interest - those issues  determined  to possess
overwhelming safety characteristics will be given a plus (+) designation; SP-2 -
has a  satisfactory  capacity  to pay  principal  and  interest;  SP-3 -  issues
carrying  this  designation  have a  speculative  capacity to pay  principal and
interest.

Description of S&P's ratings for short-term  corporate  demand  obligations  and
commercial paper:

         An  S&P  commercial  paper  rating  is  a  current  assessment  of  the
likelihood  of timely  repayment of debt having an original  maturity of no more
than 365 days.  Excerpts from S&P's  description of its commercial paper ratings
are listed as follows:  A-1 - the degree of safety  regarding  timely payment is
strong  -  those  issues   determined   to  possess   extremely   strong  safety
characteristics will be denoted with a plus (+) designation;  A-2 - capacity for
timely payment is satisfactory  however, the relative degree of safety is not as
high as for issues  designated  "A-1;" A-3 - has  adequate  capacity  for timely
payment -  however,  is more  vulnerable  to the  adverse  effects of changes in
circumstances than obligations carrying the higher designations; B - regarded as
having only speculative capacity for timely payment; C - a doubtful capacity for
payment;  D - in payment default - the "D" rating category is used when interest
payments  or  principal  payments  are not  made on the  date  due,  even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace period.


                                       66

<PAGE>


                                  Address for:

                          General Shareholder Inquiries
                               Centura Funds, Inc.
                                  P.O. Box 4490
                              Grand Central Station
                          New York, New York 10163-4490

                        Investment Adviser and Custodian
                                  Centura Bank
                             131 North Church Street
                        Rocky Mount, North Carolina 27802

                            Administrator and Sponsor
                                 Furman Selz LLC
                                 230 Park Avenue
                            New York, New York 10169

                                   Distributor
                         Centura Funds Distributor, Inc.
                                 230 Park Avenue
                            New York, New York 10169

                                     Counsel
                             Dechert Price & Rhoads
                               1500 K Street, N.W.
                             Washington, D.C. 20005

                             Independent Accountants
                             McGladrey & Pullen, LLP
                                555 Fifth Avenue
                               New York, NY 10017



                                       67

<PAGE>
                       CENTURA FUNDS, INC.
                          Class C Shares

                         237 Park Avenue
                     New York, New York 10017
                 General and Account Information:
                          (800) 442-3688

                      CENTURA BANK - Adviser
           FURMAN SELZ LLC - Administrator and Sponsor
           CENTURA FUNDS DISTRIBUTOR, INC - Distributor

         This  Prospectus  describes  the four  Funds (the  "Funds")  comprising
Centura Funds, Inc. (the "Company"), a registered open-end management investment
company  advised  by  Centura  Bank (the  "Adviser").  Each  Fund is a  separate
portfolio of the Company. The Funds described in this Prospectus are:

                                  Centura Equity Growth Fund
                                  Centura Equity Income Fund
                            Centura Federal Securities Income Fund
                          Centura North Carolina Tax-Free Bond Fund

         This Prospectus relates to Class C shares which only certain investors
are eligible to purchase.  Each Fund also has Class A shares and Class B
shares. (See ""Other Information - Capitalization.")

SHARES  OF THE FUNDS ARE NOT  DEPOSITS  OR  OBLIGATIONS  OF,  OR  GUARANTEED  OR
ENDORSED BY, ANY BANK, AND FUND SHARES ARE NOT FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENTS IN MUTUAL FUNDS, SUCH AS THE FUNDS, INVOLVE RISK, INCLUDING POSSIBLE
LOSS OF PRINCIPLE.

This  Prospectus  sets forth  concisely the  information a prospective  investor
should know before investing in any of the Funds and should be read and retained
for information about each Fund.
   

         A Statement of  Additional  Information  (the "SAI"),  dated August 28,
1996,  containing  additional and more detailed information about the Funds, has
been filed with the  Securities  and Exchange  Commission  ("SEC") and is hereby
incorporated  by reference into the Prospectus.  It is available  without charge
and can be  obtained  by  writing  or  calling  the  Funds  at the  address  and
information numbers printed above.
    

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.
   
The Date of this Prospectus is August 28, 1996.
    

<PAGE>



                TABLE OF CONTENTS

                                                          Page

HIGHLIGHTS................................................  3

FUND EXPENSES.............................................  5

FINANCIAL HIGHLIGHTS......................................  8

THE FUNDS................................................. 11

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES........ 15

INVESTMENT RESTRICTIONS................................... 24

RISKS OF INVESTING IN THE FUNDS........................... 26

MANAGEMENT OF THE FUNDS................................... 31

MINIMUM PURCHASE REQUIREMENTS............................. 35

PRICING AND PURCHASE OF FUND SHARES....................... 35

EXCHANGE OF FUND SHARES................................... 36

REDEMPTION OF FUND SHARES................................. 37

PORTFOLIO TRANSACTIONS.................................... 40

FUND SHARE VALUATION...................................... 41

DIVIDENDS, DISTRIBUTIONS, AND FEDERAL INCOME TAXATION..... 42

OTHER INFORMATION......................................... 45

APPENDIX.................................................. 50



                                           2

<PAGE>


                                   HIGHLIGHTS

The Funds

         This prospectus describes the four funds comprising Centura Funds, Inc.
(the "Company").  Each Fund has a distinct investment objective and policies, as
described below. The investment  objective of each Fund is a fundamental  policy
of the Fund and may not be changed without approval of the Fund's  shareholders.
See "The Funds." The Funds and their  investment  objectives and policies are as
follows:

         -        Centura Equity Growth Fund - This Fund's objective is
                  long-term capital appreciation.  It invests in a
                  diversified portfolio comprised mainly of publicly
                  traded common and preferred stocks and securities
                  convertible into or exchangeable for common stock.
                  Although its investments will be principally in
                  securities of U.S.-based companies; it may also invest
                  in securities of foreign issuers, generally in the form
                  of American Depositary Receipts ("ADRs").
   
         -        Centura Equity Income Fund -- This Fund's objective is
                  to provide long-term capital appreciation and income.
                  The Fund invests primarily in dividend-paying common
                  stocks, convertible preferred stocks, and convertible
                  bonds, notes and debentures.  It may also invest in
                  securities believed to offer special capital appreciation
                  opportunities.  The Fund will invest primarily in securities
                  of U.S. based companies, but it may also invest in securities
                  of non-U.S. issuers, generally through ADRs.
    
         -        Centura Federal Securities Income Fund  -  This Fund
                  seeks to provide relatively high current income
                  consistent with relative stability of principal.  The
                  Fund invests primarily in securities issued by the U.S.
                  Government, its agencies and instrumentalities.  The
                  maximum maturity of any such security will be 10 years.
                  Generally, at least 70% of the Fund's portfolio will
                  consist of direct obligations of the U.S. Treasury,
                  with no more than 30% in securities of U.S. Government
                  agencies and instrumentalities.

         -        Centura North Carolina Tax-Free Bond Fund - This Fund
                  seeks to provide relatively high current income that is
                  free of both Federal and North Carolina personal income
                  tax, together with relative safety of principal.  It
                  invests primarily in a portfolio of high quality
                  municipal securities with a maximum maturity of 15
                  years and an average portfolio maturity of 5 to 10
                  years.



                                                         3

<PAGE>



Risks of Investing in the Funds

         Investment in each of the Funds involves  certain risks.  There can, of
course, be no assurance that a Fund will achieve its investment  objective or be
successful  in  preventing  or  minimizing  the risk of loss that is inherent in
certain types of investments.  Fund investments in securities of foreign issuers
involves special risks not usually associated with investing in U.S.  companies.
Concentration  of Centura North  Carolina  Tax-Free Bond Fund in securities of a
single state makes the Fund  particularly  vulnerable to events  affecting  that
state.  The Funds have authority,  which they do not presently intend to use, to
invest in various types of derivative  instruments,  which would entail  special
risks.  Investors  should be aware  that the value of each  Fund's  shares  will
fluctuate,  which may cause a loss in the principal value of the investment. See
"Risks of Investing in the Funds."

The Adviser

         Management  of the Funds is provided by Centura  Bank (the  "Adviser"),
headquartered in Rocky Mount,  North Carolina.  For its advisory  services,  the
Adviser,  receives  from each Fund a fee at an annual  rate  based on the Fund's
average  daily net  assets.  This fee is at an annual  rate of 0.70% for Centura
Equity  Growth Fund,  0.70% for Centura  Equity  Income Fund,  0.30% for Centura
Federal  Securities  Income Fund, and 0.35% for Centura North Carolina  Tax-Free
Bond Fund.

The Distributor, Administrator and Sponsor
   
         Centura Funds  Distributor,  Inc. (the  "Distributor")  distributes the
Funds' shares. Furman Selz LLC ("Furman Selz") acts as Sponsor and Administrator
to the Funds.  For its services as  Administrator,  each Fund pays Furman Selz a
fee at the annual  rate of 0.15% of its average  daily net  assets.  Furman Selz
also acts as transfer agent and fund accounting  agent for the Funds,  for which
it receives additional fees. For information concerning changes regarding Furman
Selz, see "Management of the Funds - The Administrator and Sponsor."
    
Classes of Shares

         Class C shares are offered at net asset value with no sales charge, and
no contingent deferred sales charge ("CDSC") is imposed on redemptions.  Class C
shares are available only to accounts managed by the Adviser's Trust Department.
See "Pricing and Purchase of Fund Shares" and  "Redemption of Fund Shares." Each
of the Funds also offers Class A shares  (subject to a front-end  sales  charge,
unless waived) and Class B shares (subject to a CDSC, unless waived). See "Other
Information - Capitalization."


                                                         4

<PAGE>



         The  Funds  reserve  the  right to  redeem  upon not less than 30 days'
notice all shares in a Fund's account which have an aggregate value of $1,000 or
less.

         All dividends and distributions will be automatically reinvested at net
asset value in additional shares of the same class of the applicable Fund unless
cash payment is requested. Each of the Funds pays dividends from income, if any,
monthly.

         See "Pricing and Purchase of Fund Shares," "Redemption of Fund Shares"
and "Dividends, Distributions and Federal Income Taxation" for more information.

                                                   FUND EXPENSES

         The  following  expense  table  indicates  costs and  expenses  that an
investor  in Class C shares  should  anticipate  incurring  either  directly  or
indirectly as a shareholder in the Funds.


                                                         5

<PAGE>



   
<TABLE>
                                             Fee Tables*

<S>                                    <C>               <C>                <C>                    <C>


                                       Centura           Centura             Centura                Centura
                                        Equity           Equity-             Federal                 North
                                        Growth            Income            Securities              Carolina
                                         Fund              Fund              Income                Tax-Free
                                                                              Fund                 Bond Fund

                                       Class C           Class C            Class C                 Class C
Shareholder
Transaction
Expenses

Maximum Sales
Charge Imposed on
Purchases (as a
percentage of
offering price)                        None              None               None                    None

Maximum Sales
Charge Imposed on
Reinvested
Dividends (as a
percentage of
offering price)                        None              None               None                    None

Deferred Sales
Charge (as a
percentage of
redemption
proceeds)**                            None              None               None                    None

Exchange Fees                          None              None               None                    None



Annual Fund
Operating Expenses
(as a percentage
of average new
assets annualized)

Management Fees
(After Waiver)***                      0.70              0.36               0.30                    0.10

12b-1 Fees****
(pursuant to
voluntary cap)

Other Expenses
(After Waiver)***                      0.31              0.39               0.30                    0.33
                                       ----              ----               ----                    ----

Total Portfolio
Operating
Expenses*****                          1.01              0.75               0.60                    0.43
                                       ====              ====               ====                    ====
</TABLE>
    


                                                         6

<PAGE>



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

*        Class A shares of each Fund are subject to a maximum 12b-1
         fee of 0.50% and a maximum front-end load of 4.50% for
         Centura Equity Growth Fund and Centura Equity Income Fund,
         and 2.75% for each of the other Funds (unless waived).
         Class B shares of each Fund are subject to a 12b-1 fee of
         1.00%, and a maximum contingent deferred sales charge
         ("CDSC") of 5.00% for Centura Equity Growth Fund and Centura
         Equity Income Fund, and 3.00% for each of the other Funds
         (unless waived) for redemptions within five years of
         purchase.

**       Shareholders who redeem shares by wire may be charged a fee
         by the banks receiving the wire payments on their behalf.
         (See "Redemption of Fund Shares.")

***      Amounts shown for "Management Fees," "Other Expenses" and
         "Total Portfolio Operating Expenses" for the Equity Income
         Fund and the North Carolina Tax-Free Bond Fund reflect
         reductions of fees payable by those Funds to the Adviser and
         for administrative and transfer agent services pursuant to
         agreements to limit fund expenses.  Without these
         reductions, "Management Fees" for the Equity Income Fund and
         North Carolina Tax-Free Bond Fund, respectively, would be
         0.70% and 0.35%, "Other Expenses" would be 0.46% and 0.44%,
         and "Total Portfolio Operating Expenses" would be 1.16% and
         0.79%.

Example:*

         An investor would pay the following  expenses on a $ 1,000  investment,
assuming (1) 5% annual return and (2) redemption at the end of each time period:


<TABLE>
<S>                       <C>                       <C>                       <C>                        <C>
                                                                                                         Centura
                            Centura                   Centura                   Centura                   North
                             Equity                    Equity                    Federal                 Carolina
                          Growth Fund               Income Fund               Securities                 Tax-Free
                                                                                 Fund                      Fund

                            Class C                   Class C                   Class C                  Class C

1 Year                        10                         8                         6                         4

3 Years                       32                        24                        19                        14

5 years                       56                        42                        33                        24

10 Years                     124                        93                        75                        54

</TABLE>

*        This  example  should  not be  considered  a  representation  of future
         expenses  which may be more or less than those  shown.  The  assumed 5%
         annual  return  is   hypothetical   and  should  not  be  considered  a
         representation  of past or future annual  return.  Actual return may be
         greater or less than the assumed amount.

                                                         7

<PAGE>

                                               FINANCIAL HIGHLIGHTS

         The table below sets forth certain  information  for each Fund's fiscal
periods ended April 30, 1996 and April 30, 1995.  (No  information  is shown for
Centura  Equity  Income  Fund,  which  was  formed  on  August  28,  1996.)  The
information  set forth in this table has been audited by McGladrey & Pullen LLP,
the Funds'  independent  accountant whose report on the financial  statements is
included in the Funds' Annual Report,  which may be obtained without charge, and
is also contained in the Statement of Additional Information, which is available
without  charge  upon  request.  The Annual  Report also  includes  Management's
Discussion of Fund Performance.  This information  should be read in conjunction
with the financial statements.
   
<TABLE>
<CAPTION>

                                               Centura Equity Growth Fund
<S>                                                  <C>          <C>          <C>            <C>         <C>             <C>

                                                                     1996                                  1995*


                                                     Class A      Class B      Class C         Class A    Class B         Class C



Net Asset Value, Beginning of Period                  $10.70       $10.69       $10.70          $10.00     $10.00          $10.00
                                                      ------       ------       ------          ------     ------          ------

Income from Investment Operations:
  Net Investment Income/(Loss)......................    0.03        (0.06)        0.07            0.06       0.03            0.07

  Net Realized and Unrealized Gain/(Loss)
   on Securities....................................    3.67         3.65         3.65            0.70       0.69            0.70
                                                      ------       ------       ------          ------     ------          ------

  Total from Investment Operations..................    3.70         3.59         3.72            0.76       0.72            0.77
                                                      ------       ------       ------          ------     ------          ------

Less Distributions:
  Dividends from Net Investment Income . . .           (0.05)       (0.00)       (0.07)          (0.06)     (0.03)          (0.07)
  Distributions from Capital Gains . . . . .           (0.04)       (0.04)       (0.04)           ---        ---             ---
                                                       ------       ------       ------          ------     ------          ------

  Total Distributions. . . . . . . . . . . .           (0.09)       (0.04)       (0.11)          (0.06)     (0.03)          (0.07)
                                                       ======       ======       ======          ======     ======          ======

Net Asset Value, End of Period                        $14.31       $14.24       $14.31          $10.70     $10.69          $10.70
                                                      =======      =======      =======         =======    =======         ======

Total Return (not reflecting sales load)............   34.72%       33.73%       34.97%           7.64%      7.23%           7.71%
                                                      =======      =======      =======         =======    =======         =======

Ratios/Supplemental Data:

  Net Assets, End of Period (000's).................  $ 5,740      $ 6,194      $133,714        $   968    $ 1,362         $84,004

  Ratio of Expenses Net of Waivers/
    Reimbursements to Average Net Assets**..........   1.26%         2.02%        1.04%           1.29%      2.03%           1.04%

  Ratios of Expenses before Waivers/
    Reimbursements to Average Net Assets**             1.26%         2.02%        1.04%           1.32%      2.06%           1.07%

  Ratio of Net Investment Income to Average
    Net Assets**....................................   0.27%       (0.48)%        0.55%           0.63%      0.00%           0.79%

Portfolio Turnover Rate.............................     46%          46%          46%              44%        44%             44%
</TABLE>
    
- ---------------
*        Commencement of Operations June 1, 1994.
**       Annualized

                                                              8

<PAGE>
   
<TABLE>
<CAPTION>
                                               Centura Federal Securities Income Fund
<S>                                                  <C>           <C>          <C>             <C>        <C>          <C>
                                                                        1996                                    1995*
                                                     Class A       Class B      Class C         Class A    Class B      Class C



Net Asset Value, Beginning of Period                  $ 9.97        $ 9.97       $ 9.97          $10.00     $10.00       $10.00
                                                      ------        ------       ------          ------     ------       ------

Income from Investment Operations:
  Net Investment Income/(Loss)......................    0.57          0.50         0.60            0.52       0.45         0.54

  Net Realized and Unrealized Gain/(Loss)
   on Securities....................................    0.04          0.04         0.04           (0.03)     (0.03)       (0.03)
                                                      ------        ------       ------          -------    -------      -------

  Total from Investment Operations..................    0.61          0.54         0.64            0.49       0.42         0.51
                                                      ------        ------       ------          ------     ------       ------

Less Distributions:
  Dividends from Net Investment Income . . .           (0.57)        (0.50)       (0.60)          (0.52)     (0.45)       (0.54)
  Distributions from Capital Gains . . . . .            ---           ---          ---             ---        ---          ---
                                                       ----          ------       ------          ------     ------       ----

  Total Distributions. . . . . . . . . . . .           (0.57)        (0.50)       (0.60)          (0.52)     (0.45)       (0.54)
                                                       ======        ======       ======          ======     ======       ======

Net Asset Value, End of Period                        $10.01        $10.01       $10.01          $ 9.97     $ 9.97       $ 9.97
                                                      =======       =======      =======         =======    =======      ======

Total Return (not reflecting sales load)............    6.20%         5.40%        6.47%           5.02%      4.32%        5.28%
                                                      =======       =======      =======         =======    =======      =======

Ratios/Supplemental Data:

  Net Assets, End of Period (000's).................  $  526        $   176      $109,775        $   247    $   118      $93,807

  Ratio of Expenses Net of Waivers/
    Reimbursements to Average Net Assets............   0.85%          1.61%        0.61%           0.86%      1.61%        0.63%

  Ratios of Expenses before Waivers/
    Reimbursements to Average Net Assets**             0.85%          1.61%        0.61%           0.89%      1.64%        0.66%

  Ratio of Net Investment Income to Average
    Net Assets**....................................   5.61%          4.84%        5.88%           5.58%      4.86%        5.97%

Portfolio Turnover Rate.............................     34%           34%          34%              42%        42%          42%
</TABLE>
    
- ---------------

*        Commencement of Operations June 1, 1994.
**       Annualized


                                                              9

<PAGE>
   
<TABLE>
<CAPTION>
                                                              Centura North Carolina Tax Free Bond Fund

                                                                      1996                                    1995*
<S>                                                  <C>          <C>         <C>             <C>         <C>          <C>
                                                     Class A      Class B     Class C         Class A     Class B      Class C



Net Asset Value, Beginning of Period                  $ 9.98       $ 9.98      $ 9.98          $10.00      $10.00       $10.00
                                                      ------       ------      ------          ------      ------       ------

Income from Investment Operations:
  Net Investment Income/(Loss)......................    0.42         0.34        0.44            0.39        0.32         0.41

  Net Realized and Unrealized Gain/(Loss)
   on Securities....................................    0.13         0.13        0.13           (0.02)      (0.02)       (0.02)
                                                      ------       ------      ------          -------     -------      -------

  Total from Investment Operations..................    0.55         0.47        0.57            0.37        0.30         0.39
                                                      ------       ------      ------          ------      ------       ------

Less Distributions:
  Dividends from Net Investment Income . . .           (0.42)       (0.34)      (0.44)          (0.39)      (0.32)       (0.41)
  Distributions from Capital Gains . . . . .           (0.07)       (0.07)      (0.07)           ---         ---          ---
                                                       ------       ------      ------          ------      ------       ------

  Total Distributions. . . . . . . . . . . .           (0.49)       (0.41)      (0.51)          (0.39)      (0.32)       (0.41)
                                                       ======       ======      ======          ======      ======       ======

Net Asset Value, End of Period                        $10.04       $10.04      $10.04          $ 9.98      $ 9.98       $ 9.98
                                                      =======      =======     =======         =======     =======      ======

Total Return (not reflecting sales load)............    5.50%        4.72%       5.78%           3.77%       3.09%        4.08%
                                                      =======      =======     =======         =======     =======      =======

Ratios/Supplemental Data:

  Net Assets, End of Period (000's).................  $3,927       $   393     $ 37,009        $   429     $   275      $34,885

  Ratio of Expenses Net of Waivers/
    Reimbursements to Average Net Assets**..........   0.68%         1.44%       0.44%           0.42%       0.99%        0.41%

  Ratios of Expenses before Waivers/
    Reimbursements to Average Net Assets**             1.04%         1.80%       0.80%           0.92%       1.49%        0.91%

  Ratio of Net Investment Income to Average
    Net Assets**....................................   3.98%         3.30%       4.32%           4.46%       3.89%        4.64%

Portfolio Turnover Rate.............................     80%          80%         80%             121%        121%         121%
</TABLE>
    
- ---------------

*        Commencement of Operations June 1, 1994.
**       Annualized

                                                             10

<PAGE>




                                                          THE FUNDS
   
         Each  Fund is a  separate  diversified  investment  fund or  portfolio,
commonly known as a mutual fund. The Funds are portfolios of the Company,  which
was  organized  under the laws of the State of  Maryland  on March 1, 1994 as an
open-end,   management  investment  company.  Centura  Equity  Income  Fund  was
established  as a new portfolio of the Company on August 28, 1996. The Company's
Board of Directors  oversees the overall  management of the Funds and elects the
Funds' officers.
    
         Centura  Equity  Growth Fund.  Investors  seeking  long-term  growth of
capital  and  for  whom  current  income  is not an  objective  should  consider
investing in Centura Equity Growth Fund.
   
         The  investment  objective of Centura  Equity  Growth Fund is long-term
capital  appreciation.  The Fund invests primarily in a diversified portfolio of
publicly traded common and preferred  stocks and securities  convertible into or
exchangeable for common stock.  The Adviser uses fundamental  analysis to select
stocks for the Fund's  portfolio and the Fund will invest primarily in stocks of
established growth companies that are undervalued  relative to their industry or
to their historical  valuation ranges.  However,  the Adviser may also invest in
companies which it believes have improving prospects whose equity securities are
currently   selling  below  their  estimated   intrinsic   value.  In  addition,
out-of-favor  growth  cyclicals  may  be  used  if  the  adviser  anticipates  a
sustainable  earnings  recovery for these companies.  The Fund expects to invest
primarily  in  securities  of U.S.  based  companies,  but it may also invest in
securities of non-U.S. companies, generally through American Depository Receipts
("ADRs").  Under normal  circumstances,  at least 65% of the Fund's total assets
will be invested in equity securities and convertible  securities.  However, the
Fund may  invest  without  limit in debt  instruments  for  temporary  defensive
purposes  when the  Adviser  has  determined  that  abnormal  market or economic
conditions  so  warrant.  These debt  obligations  may include  U.S.  Government
securities;  certificates of deposit,  bankers' acceptances and other short-term
debt  obligations  of banks with total assets of at least  $1,000,000,000;  debt
obligations  of  corporations  (corporate  bonds,  debentures,  notes  and other
similar corporate debt instruments); commercial paper; and repurchase agreements
with respect to securities  in which the Fund is authorized to invest.  Although
the Fund's  investments in such debt securities and in convertible and preferred
stock will generally be rated A, A-1, or better by Standard & Poor's Corporation
("S&P") or A, Prime-1 or better by Moody's Investors Service,  Inc. ("Moody's"),
or deemed of comparable quality by the Adviser, the Fund is authorized to invest
up to 15% of  its  assets  in  securities  rated  as low as BBB by S&P or Baa by
Moody's, or

                                                        11

<PAGE>



deemed of  comparable  quality by the Adviser.  Securities  rated BBB or Baa, or
deemed equivalent to such securities, may have speculative characteristics.  See
"Risks  of  Investing  in the  Funds."  If any  security  held  by the  Fund  is
downgraded  below BBB/Baa (or so deemed by the  Adviser),  the  securities  will
generally  be sold  unless  it is  determined  that such sale is not in the best
interest of the Fund.  The Fund will invest in no securities  rated below BBB or
Baa.
    
         Centura Equity Income Fund.  Investors seeking long-term growth and 
income should consider an investment in Centura Equity Income Fund.
   
         The  investment  objective of Centura  Equity Income Fund is to provide
long-term  capital  appreciation  and income.  This Fund  invests  primarily  in
dividend-paying  common stocks,  convertible  preferred stocks,  and convertible
bonds, notes and debentures. In managing this Fund, the Adviser uses fundamental
analysis  to select  stocks  for the  Fund's  portfolio.  The Fund  will  invest
primarily in the stocks of  established  companies  with above average  dividend
yields and/or prospects for increasing dividends.  However, the Adviser may also
select stocks (or  convertible  securities)  of companies that it believes offer
special  appreciation   opportunities   because  they  are  undervalued  in  the
marketplace based on such factors as price/earnings ratios or the ratio of stock
price to the company's inherent asset value, book value, cash flow or underlying
franchise  value.  The Fund expects to invest  primarily in  securities  of U.S.
based  companies,  but it may also invest in securities  of non-U.S.  companies,
generally through ADRs. Under normal  circumstances,  at least 65% of the Fund's
total assets will be invested in equity  securities and convertible  securities,
and at least 65% of such assets will be invested in income-producing securities.
However,  for temporary  defensive purposes when the Adviser has determined that
abnormal market or economic  conditions so warrant,  the Fund may invest without
limit in debt instruments of the same types, and subject to the same conditions,
as Centura Equity Growth Fund under such circumstances.
    
         Centura Federal Securities Income Fund. Investors seeking high curren
income from a portfolio of U.S. Government securities should consider investing 
in Centura Federal Securities Income Fund.

         The investment  objective of Centura Federal  Securities Income Fund is
to provide high current income  consistent with relative  stability of principal
and safety.  It pursues  this  objective by  investing  primarily in  securities
issued by the U.S. Government,  its agencies and instrumentalities  with maximum
maturities  of ten years.  These  securities  typically  display  greater  price
stability and safety than debt  securities of longer duration and lower quality,
although the latter  generally offer higher income.  In addition to limiting the
maturity of its portfolio  securities,  the Fund attempts to moderate  principal
fluctuations by investing at least 70% of its portfolio in direct

                                                        12

<PAGE>



obligations  of the U.S.  Treasury,  with no more than 30% in securities of U.S.
Government agencies and  instrumentalities,  and by using a modified "laddering"
approach to structuring the Fund's  portfolio - i.e., by investing in securities
with different maturities and adjusting their relative  proportions,  as well as
the maximum  and  average  maturity  of its  portfolio  securities,  to adapt to
various market conditions. Using this approach, the Fund hopes both to capture a
high proportion of the currently  available yield on fixed income securities and
to limit volatility.

         To permit  desirable  flexibility,  the Fund has authority to invest in
corporate  debt  securities  rated A or better by S&P or  Moody's  (or deemed of
comparable  quality by the Adviser) and high  quality  money market  instruments
including  commercial  paper  rated A-1 or better by S&P or Prime-1 or better by
Moody's (or deemed by the Adviser to be of comparable quality);  certificates of
deposit,  bankers'  acceptances and other  short-term debt  obligations of banks
with total assets of at least  $1,000,000,000;  and repurchase  agreements  with
respect to securities in which the Fund is authorized to invest.

         Centura North Carolina  Tax-Free Bond Fund.  Investors seeking dividend
income that is generally  free of regular  federal and North  Carolina  personal
income taxes should  consider  investing in the Centura North Carolina  Tax-Free
Bond Fund.

         The investment  objective of Centura North Carolina  Tax-Free Bond Fund
is relatively high current income that is free of both regular federal and North
Carolina  income tax,  together  with relative  safety of  principal.  This Fund
invests  primarily  in a portfolio of  obligations  issued by the state of North
Carolina, its political subdivisions,  and their agencies and instrumentalities,
the income from which,  in the opinion of the issuer's bond  counsel,  is exempt
from regular federal and North Carolina  personal income taxes ("North  Carolina
Municipal  Obligations").  By limiting the Fund's average portfolio  maturity to
between 5 and 10 years, with a maximum maturity for any portfolio security of 15
years,  the Fund seeks to capture a high  proportion of the currently  available
return on North Carolina Municipal Obligations while providing greater safety of
principal than would be available from longer term municipal securities. It also
seeks to moderate price  fluctuations  by  diversifying  its  investments  among
different  municipal  issuers and by limiting its  investments  to securities of
high quality.

         The Fund  seeks to  provide  income  that is fully  free  from  regular
federal and North Carolina  personal  income taxes,  as well as from the federal
alternative  minimum tax. To provide the  flexibility  to deal with a variety of
market  circumstances,  however, the Fund has limited authority (a) to invest in
municipal obligations of other states ("Municipal Obligations"),

                                                        13

<PAGE>



the income from which would not be free from North  Carolina  income tax, (b) to
invest up to 10% of its assets in municipal  obligations  subject to the federal
alternative minimum tax ("AMT Obligations"),  and (c) to invest up to 20% of its
assets in AMT Obligations plus cash reserves and obligations  producing  taxable
income,  including  obligations  of  the  U.S.  Government,   its  agencies  and
instrumentalities;  certificates  of  deposit,  bankers'  acceptances  and other
short-term  debt  obligations  of  U.S  banks  with  total  assets  of at  least
$1,000,000,000; commercial paper rated A-1 or better by S&P or Prime-1 or better
by  Moody's  (or  deemed  by  the  Adviser  to be of  comparable  quality);  and
repurchase  agreements  relating to  underlying  securities in which the Fund is
authorized  to invest.  For  temporary  defensive  purposes when the Adviser has
determined that abnormal market and economic conditions so warrant, the Fund may
invest up to 50% of its assets in investments  producing  taxable income and AMT
Obligations.  Any  distributions  by the Fund of capital  gains and other income
that are not designated by the Fund as "exempt-interest dividend's will normally
be subject to federal,  state and, in some  cases,  local tax. As a  fundamental
policy,  during periods of normal market conditions,  at least 80% of the Fund's
net assets will be  invested in  securities  the  interest  income from which is
exempt  from  the  regular  federal  income  tax.  Additionally,   under  normal
circumstances,  (a) at least 65% of the Funds total  assists will be invested in
"bonds" - i.e.  debt  obligations  with a duration of at least one year from the
date of issue, and (b) at least 65% of the value of the Fund's total assets will
be invested in bonds that are North Carolina Municipal Obligations. Tax advisers
should be consulted regarding tax effects for particular investors.

         The Fund's  quality  criteria  require that ft Fund purchase  Municipal
Obligations  rated A, SP-1 or better  by S&P or A,  MIG-1 or better by  Moody's;
commercial  paper  rated A-1 or better by S&P or Prime-1  or better by  Moody's;
corporate  debt  securities  rated  A or  better  by S&P  or  Moody's  (or  debt
securities given equivalent ratings by at least two other nationally  recognized
statistical rating  organizations  ("NRSROs")) or, if any of such securities are
not rated, that they be of comparable quality in the Adviser's opinion. For more
information on Municipal  Obligations and North Carolina Municipal  Obligations,
see "Description of Securities and Investment Practices" and "Risks of Investing
in the Funds."

         In  determining  to invest in a particular  Municipal  Obligation,  the
Adviser  will  rely on the  opinion  of bond  counsel  for the  issuer as to the
validity of the security and the  exemption  of interest on such  security  from
federal and  relevant  state  income  taxes,  and the  Adviser  will not make an
independent investigation of the basis for any such opinion.


                                                        14

<PAGE>



Other Investment Policies of the Funds

         Each of the  Funds  may also  invest  up to 5% of its  total  assets in
another investment  company,  not to exceed 10% of the value of its total assets
in the securities of other investment  companies.  Taxable  distributions earned
from other investment  companies will,  likewise,  represent taxable income to a
Fund. A Fund will incur  additional  expenses due to the duplication of expenses
as a result of  investing  in new funds other than the Funds.  Each of the Funds
has  authority,  which it does not  presently  intend to exercise,  to invest in
futures  and  options  contracts  and to  lend  its  portfolio  securities.  For
information concerning these practices, see "Investment Policies" in the SAI.

                DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

         U.S. Government Securities (All Funds).  U.S. Government securities are
obligations issued or guaranteed by the U.S. Government, its agencies or 
instrumentalities.  U.S. Treasury bills, which have a maturity of up to one
year, are direct obligations of the United States and are the most frequently
issued marketable U.S. Government security.  The U.S. Treasury also issues
securities with longer maturities in the form of notes and bonds.

         U.S.  Government  agency  and  instrumentality   obligations  are  debt
securities issued by U.S. Government-sponsored enterprises and Federal agencies.
Some  obligations  of agencies are supported by the full faith and credit of the
United  States  or  by  U.S.  Treasury   guarantees,   such  as  mortgage-backed
certificates  issued by the Government  National Mortgage  Association;  others,
such as  obligations  of the Federal Home Loan Banks,  Federal Farm Credit Bank,
Bank for Cooperatives,  Federal  Intermediate  Credit Banks and the Federal Land
Bank,  are  guaranteed  by the  right  of the  issuer  to  borrow  from the U.S.
Treasury;   others,  such  as  obligations  of  the  Federal  National  Mortgage
Association,  are supported by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality;  and others, such
as  obligations  of the Student Loan  Marketing  Association  and the  Tennessee
Valley Authority, are backed only by the credit of the agency or instrumentality
issuing the obligation.  In the case of obligations not backed by the full faith
and credit of the United  States,  the  investor  must look  principally  to the
agency issuing or guaranteeing the obligation for ultimate repayment.

         Bank Obligations (All Funds).  These obligations include negotiabl
certificates of deposit and bankers' acceptances.  The Funds limit their bank
investments to dollar-denominated obligations of U.S. or foreign banks which
 have more than $1 billion in total assets at the time of investment and, in the
case of U.S. banks, are members of the Federal Reserve System or

                                                        15

<PAGE>



are examined by the  Comptroller of the Currency,  or whose deposits are insured
by the Federal Deposit Insurance Corporation.

         Commercial  Paper (All Funds).  Commercial  paper  includes  short-term
unsecured promissory notes,  variable rate demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies, corporations
and financial institutions,  as well as similar instruments issued by government
agencies and instrumentalities.

         Corporate Debt Securities (All Funds).  A Fund's investments in 
corporate debt securities are limited to corporate debt securities (corporate 
bonds, debentures, notes and other similar corporate debt instruments) which 
meet the previously disclosed minimum ratings and maturity criteria established
for the Fund under the direction of the Board of Directors and the Fund's
Adviser or, if unrated, are in the Adviser's opinion comparable in quality to
corporate debt securities in which the Fund may invest.  See "The Funds."

         Repurchase Agreements (All Funds).  Securities held by the Funds may be
subject to repurchase  agreements.  A repurchase  agreement is a transaction  in
which  the  seller  of a  security  commits  itself  at the  time of the sale to
repurchase  that  security  from the buyer at a  mutually  agreed-upon  time and
price.  These agreements permit the Funds to earn income for periods as short as
overnight.  Repurchase agreements may be considered to be loans by the purchaser
collateralized  by the underlying  securities.  These  agreements  will be fully
collateralized and the collateral will be marked-to-market daily. The Funds will
enter into repurchase agreements only with dealers, domestic banks or recognized
financial  institutions  which in the opinion of the  Adviser,  present  minimal
credit risks in accordance with guidelines adopted by the Board of Directors. In
the event of default by the seller  under the  repurchase  agreement  a Fund may
have  problems in exercising  its rights to the  underlying  securities  and may
experience time delays in connection with the disposition of such securities.

         Loans of Portfolio  Securities (All Funds).  To increase current income
each Fund may lend its portfolio  securities worth up to 5% of that Fund's total
assets  to  brokers,  dealers  and  financial  institutions,   provided  certain
conditions  are  met,   including  the  condition  that  each  loan  is  secured
continuously  by  collateral  maintained on a daily  mark-to-market  basis in an
amount at least equal to the current market value of the securities  loaned. For
further information, see the SAI.

         Variable and Floating  Rate Demand and Master Demand Notes (All Funds).
The Funds may,  from time to time,  buy  variable or floating  rate demand notes
issued by corporations, bank holding

                                                        16

<PAGE>



companies  and  financial   institutions  and  similar   instruments  issued  by
government agencies and instrumentalities.  These securities will typically have
a maturity  over one year but carry with them the right of the holder to put the
securities to a remarketing  agent or other entity at designated  time intervals
and on specified  notice.  The obligation of the issuer of the put to repurchase
the securities may be backed by a letter of credit or other obligation issued by
a financial institution. The repurchase price is ordinarily par plus accrued and
unpaid interest.  Generally, the remarketing agent will adjust the interest rate
every seven days (or at other  specified  intervals)  in order to  maintain  the
interest rate at the prevailing  rate for  securities  with a seven-day or other
designated  maturity.  A Fund's  investment in demand  instruments which provide
that the Fund will not receive the  principal  note  amount  within  seven days'
notice,   in  combination   with  the  Fund's  other   investments  in  illiquid
instruments,  will be limited to an  aggregate  total of 15% of that  Fund's net
assets.

         The Funds may also buy variable rate master demand notes.  The terms of
few obligations permit a Fund to invest fluctuating  amounts at varying rates of
interest pursuant to direct  arrangements  between the Fund, as lender,  and the
borrower. These instruments permit weekly and, in some instances,  daily changes
in the amounts  borrowed.  The Funds have the right to increase the amount under
the note at any time up to the full amount provided by the note agreement, or to
decrease  the amount,  and the  borrower  may repay up to the full amount of the
note  without  penalty.  The notes may or may not be backed by bank  letters  of
credit.  Because the notes are direct lending  arrangements between the Fund and
borrower,  it is not generally  contemplated that they will be traded, and there
is no  secondary  market for them,  although  they are  redeemable  (and,  thus,
immediately  repayable  by the  borrower)  at  principal  amount,  plus  accrued
interest,  at any time. In  connection  with any such purchase and on an ongoing
basis,  the  Adviser  will  consider  the  earning  power,  cash  flow and other
liquidity ratios of the issuer, and its ability to pay principal and interest on
demand,  including  a  situation  in which all holders of such notes make demand
simultaneously.  While master demand notes,  as such, are not typically rated by
credit rating agencies,  a Fund may, under its minimum rating standards,  invest
in them only if, at the time of an investment, the issuer meets the criteria set
forth in this Prospectus for commercial paper obligations.

         Forward  Commitments and When-Issued  Securities (Centura Equity Income
Fund, Centura Federal Securities Income Fund and Centura North Carolina Tax-Free
Bond Fund).  A Fund may purchase  when-issued  securities  and make contracts to
purchase  securities  for a  fixed  price  at a  future  date  beyond  customary
settlement time if the Fund holds,  and maintains until the settlement date in a
segregated account cash, U.S. Government securities or high-

                                                        17

<PAGE>



grade debt obligations in an amount sufficient to meet the purchase price, or if
the  Fund  enters  into  offsetting  contracts  for the  forward  sale of  other
securities it owns.  Purchasing  securities  on a when-issued  basis and forward
commitments involves a risk of loss if the value of the security to be purchased
declines prior to the settlement  date, which risk is in addition to the risk of
decline in value of a Fund's  other  assets.  No income  accrues  on  securities
purchased on a when-issued basis prior to the time delivery of the securities is
made,  although a Fund may earn  interest on  securities it has deposited in the
segregated account because it does not pay for the when-issued  securities until
they are delivered.  Investing in when-issued  securities has the effect of (but
is not the  same  as)  leveraging  the  Fund's  assets.  Although  a Fund  would
generally  purchase  securities  on a  when-issued  basis or enter into  forward
commitments with the intention of actually acquiring  securities,  that Fund May
dispose of a when-issued  security or forward  commitment prior to settlement if
the Adviser deems it appropriate to do so. A Fund may realize short-term profits
or losses upon such sales.
   
         Mortgage-Related   Securities  (Centura  Equity  Income  Fund,  Centura
Federal  Securities  Income Fund and Centura North Carolina Tax-Free Bond Fund).
Mortgage  pass-through  securities  are  securities  representing  interests  in
"pools" of mortgages  in which  payments of both  interest and  principal on the
securities are made monthly,  in effect "passing  through" monthly payments made
by the individual borrowers on the residential mortgage loans which underlie the
securities  (net of fees paid to the  issuer or  guarantor  of the  securities).
Centura  North  Carolina  Tax-Free  Bond Fund may invest only in those  mortgage
pass-through  securities  whose  payments  are  tax-exempt.  Early  repayment of
principal on mortgage  pass-through  securities  (arising  from  prepayments  of
principal due to sale of the underlying property,  refinancing,  or foreclosure,
net of fees and costs which may be  incurred)  may expose a Fund to a lower rate
of return  upon  reinvestment  of  principal.  Also,  if a  security  subject to
prepayment has been purchased at a premium, in the event of prepayment the value
of the premium would be lost. Like other fixed-income securities,  when interest
rates rise,  the value of a  mortgage-related  security  generally will decline;
however,  when interest rates decline, the value of mortgage-related  securities
with  prepayment  features  may  not  increase  as much  as  other  fixed-income
securities.  In recognition  of this  prepayment  risk to investors,  the Public
Securities  Association (the "PSA") has standardized the method of measuring the
rate of mortgage  loan  principal  prepayments.  The PSA  formula,  the Constant
Prepayment  Rate (the "CPW"),  or other similar  models that are standard in the
industry  will be used by a Fund in  calculating  maturity  for  purposes of its
investment in mortgage-related securities.  Upward trends in interest rates tend
to lengthen the average life of  mortgage-related  activities and also cause the
value of

                                                        18

<PAGE>



outstanding  securities to drop. Thus,  during periods of rising interest rates,
the  value  of  these  securities  held by a Fund  would  tend  to drop  and the
portfolio-weighted  average  life of the  securities  held by a Fund may tend to
lengthen due to this effect.  Longer-term  securities  tend to  experience  more
price volatility. Under these circumstances,  a Manager may, but is not required
to,   sell   securities   in  part  in  order   to   maintain   an   appropriate
portfolio-weighted average life.
    
         Payment  of  principal  and  interest  on  some  mortgage  pass-through
securities  (but not the  market  value  of the  securities  themselves)  may be
guaranteed  by the  full  faith  and  credit  of the  U.S.  Government  (such as
securities  guaranteed by the Government National Mortgage Association ("GNMA");
or guaranteed by agencies or  instrumentalities  of the U.S. Government (such as
securities  guaranteed by the Federal National Mortgage  Association ("FNMA") or
the Federal Home Loan Mortgage Corporation  ("FHLMC"),  which are supported only
by the discretionary  authority of the U.S.  Government to purchase the agency's
obligations).   Mortgage  pass-through  securities  created  by  nongovernmental
issuers  (such as  commercial  banks,  savings  and loan  institutions,  private
mortgage  insurance  companies,  mortgage  bankers  and other  secondary  market
issuers) may be supported by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance,  and letters of credit, which
may be  issued  by  governmental  entities,  private  insurers  or the  mortgage
poolers.

         A Fund may also  invest in  investment  grade  Collateralized  Mortgage
Obligations  ("CMOs") which are hybrid instruments with  characteristics of both
mortgage-backed bonds and mortgage pass-through  securities.  Similar to a bond,
interest and prepaid principal on a CMO are paid, in most cases,  semi-annually.
CMOs  may be  collateralized  by whole  mortgage  loans  but are more  typically
collateralized by portfolios of mortgage  pass-through  securities guaranteed by
GNMA, FHLMC or FNMA. CMOs are structured into multiple classes,  with each class
bearing a different  stated maturity.  Monthly payments of principal,  including
prepayments,  are first  returned to  investors  holding the  shortest  maturity
class;  investors  holding longer maturity classes receive  principal only after
the  first  class  has  been  retired.  CMOs may be  issued  by  government  and
non-governmental  entities.  Some CMOs are debt  obligations  of FHLMC issued in
multiple  classes with different  maturity dates secured by the pledge of a pool
of conventional  mortgages purchased by FHLMC. Other types of CMOs are issued by
corporate  issuers  in  several  series,  with  the  proceeds  used to  purchase
mortgages  or mortgage  pass-through  certificates.  With some CMOs,  the issuer
serves as a conduit to allow loan originators (primarily builders or savings and
loan  associations)  to borrow  against their loan  portfolios.  To the extent a
particular CMO is issued by an investment company, a Fund's ability to invest in
such CMOs will be  limited.  See "The Funds - Other  Investment  Policies of the
Funds."


                                                        19

<PAGE>



         Assumptions   generally   accepted  by  the  industry   concerning  the
probability  of early payment may be used in the  calculation  of maturities for
debt securities that contain put or call  provisions,  sometimes  resulting in a
calculated maturity different from the stated maturity of the security.

         It is  anticipated  that  governmental,  government-related  or private
entities may create  mortgage loan pools and other  mortgage-related  securities
offering  mortgage  pass-through  and  mortgage-collateralized   investments  in
addition to those described above. As new types of  mortgage-related  securities
are  developed and offered to investors,  the Adviser  will,  consistent  with a
Fund's investment  objectives,  policies and quality standards,  consider making
investments in such new types of mortgage-related securities, but no investments
will be made in such securities until the Fund's prospectus and/or SAI have been
revised to reflect such securities.

         Other  Asset-Backed  Securities  (Centura  Equity Income Fund,  Centura
Federal  Securities  Income Fund and Centura North Carolina Tax-Free Bond Fund).
Other asset-backed  securities  (unrelated to mortgage loans) are developed from
time to time and may be  purchased by a Fund to the extent  consistent  with its
investment  objective and policies,  but only after  disclosure  reflecting such
securities has been added to the Fund's prospectus and/or SAI.

         Foreign  Securities  (Centura  Equity  Growth Fund and  Centura  Equity
Income  Fund).  The  Funds may  invest in  securities  represented  by  American
Depositary  Receipts ("ADRs").  ADRs are  dollar-denominated  receipts generally
issued  by  domestic  banks,  which  represent  the  deposit  with the bank of a
security of a foreign  issuer,  and which are  publicly  traded on  exchanges or
over-the-counter  in the United States.  There are certain risks associated with
investments in unsponsored ADR programs.  Because the non-U.S.  company does not
actively  participate  in  the  creation  of the  ADR  program,  the  underlying
agreement  for  service  and  payment  will be between  the  depositary  and the
shareholders.  The company issuing the stock underlying the ADRs pays nothing to
establish the unsponsored  facility,  as fees for ADR issuance and  cancellation
are paid by  brokers.  Investors  directly  bear the  expenses  associated  with
certificate  transfer,   custody  and  dividend  payment.  In  addition,  in  an
unsponsored ADR program, there may be several depositories with no defined legal
obligations  to the non-U.S.  company.  The duplicate  depositories  may lead to
marketplace confusion because there would be no central source of information to
buyers, sellers and intermediaries. The efficiency of centralization gained in a
sponsored  program can greatly  reduce the delays in delivery of  dividends  and
annual reports. For more information, see "Risks of Investing in the Funds."


                                                        20

<PAGE>



         Forward Foreign Currency  Transactions  (Centura Equity Growth Fund and
Centura Equity Income Fund). These Funds may enter into forward foreign currency
exchange  contracts  in order to  protect  against  uncertainty  in the level of
future foreign exchange rates.  These contracts,  which involve costs,  permit a
Fund to  purchase  or sell a  specific  amount  of a  particular  currency  at a
specified  price on a specified  future date. A Fund will realize a benefit from
this type of contract  only to the extent that the relevant  currencies  move as
anticipated.  If the  currencies do not move as  anticipated,  the contracts may
cause  greater  loss to a Fund than if they had not been  used.  See the SAI for
further information concerning forward foreign currency transactions.

         Futures  Contracts and Options (All Funds).  The Funds may purchase and
sell futures contracts on securities, currencies, and indices of securities, and
write and sell put and call  options on  securities,  currencies  and indices of
securities as a hedge against changes in interest rates, stock prices,  currency
fluctuations and other market developments,  provided that not more than 5% of a
Fund's net assets are  committed  to margin  deposits on futures  contracts  and
premiums for options. See the SAI for information about futures and options. See
"Risks of Investing in the Funds" for a discussion of risks related to investing
in futures and options.

         Municipal  Obligations (Centura North Carolina Tax-Free Bond Fund). The
Fund may invest in securities issued by states, their political subdivisions and
agencies and  instrumentalities of the foregoing,  the income from which, in the
opinion of bond counsel for the issuer,  is exempt from regular  income taxes by
the   federal   government   and  state  of  the  issuing   entity   ("Municipal
Obligations"). Such Municipal Obligations include municipal bonds, floating rate
and variable rate Municipal  Obligations,  participation  interests in municipal
bonds,  tax-exempt  asset-backed  certificates,   tax-exempt  commercial  paper,
short-term municipal notes, and stand-by commitments. It may be anticipated that
governmental,   government-related   or  private   entities  will  create  other
tax-exempt  investments in addition to those  described  above.  As new types of
tax-exempt vehicles are developed,  the Adviser will, consistent with the Fund's
investment   objectives,   policies  and  quality  standards,   consider  making
investments  in such  types of  Municipal  Obligations,  but will not make  such
investments  until they are reflected in the Fund's  prospectus  and/or SAI. The
Fund will purchase only Municipal  Obligations rated A, SP-1 or better by S&P or
A, MIG-1 or better by Moody's (or given equivalent ratings by another NRSRO) or,
if the  securities  are not rated,  are of  comparable  quality in the Adviser's
opinion.  Municipal  Obligations in which the Fund may invest  include  "general
obligation" and "revenue"  securities.  General obligation securities are backed
by the issuer's full faith, credit and taxing power for the payment of principal
and interest. The taxes that can be levied for the

                                                        21

<PAGE>



payment of debt  service may be limited or  unlimited in terms of rate or amount
or special assessments. Revenue securities are secured primarily by net revenues
generated by a particular facility or group of facilities, or by the proceeds of
a special excise or other specific  revenue source.  Additional  security may be
provided by a debt service  reserve fund.  Municipal  bonds  include  industrial
development  bonds  ("IDBs"),  moral  obligation  bonds,  put bonds and  private
activity bonds  ("PABs").  PABs generally  relate to the financing of a facility
used by a private  entity or  entities.  The  credit  quality  of such  bonds is
usually directly related to that of the users of the facilities. The interest on
most PABs is an item of tax preference  for purposes of the Federal  alternative
minimum  tax and Fund  distributions  attributable  to such  interest  likewise,
constitute an item of tax  preference.  For  information on the risks related to
the Fund's concentration in North Carolina Municipal Obligations,  see "Risks of
Investing in the Funds."

         Municipal  Lease  Obligations  (Centura  North  Carolina  Tax-Free Bond
Fund). The Fund may invest in municipal lease obligations including certificates
of participation ("COPs"),  which finance a variety of public projects.  Because
of the way these instruments are structured,  they may carry a greater risk than
other types of Municipal  Obligations.  The Fund may invest in lease obligations
only when they are rated by a rating  agency or, if  unrated,  are deemed by the
Adviser,  to be of a quality  comparable to the Fund's quality  standards.  With
respect  to any such  unrated  municipal  lease  obligations  in which  the Fund
invests,  the Company's  Board of Directors will be responsible  for determining
their credit quality,  on an ongoing basis,  including  assessing the likelihood
that the lease will not be  cancelled.  Prior to  purchasing  a municipal  lease
obligation  and on a regular  basis  thereafter,  the Adviser will  evaluate the
credit  quality  and,  pursuant  to  guidelines  adopted by the  Directors,  the
liquidity of the security.  In making its evaluation,  the Adviser will consider
various credit factors, such as the necessity of the project, the municipality's
credit quality, future borrowing plans, and sources of revenue pledged for lease
repayment,  general  economic  conditions  in the region  where the  security is
issued, and liquidity factors, such as dealer activity. For discussion regarding
municipal  lease  obligations,  see  "Risks of  Investing  in the Funds" in this
Prospectus and "Investment Policies" in the SAI.

         Stand by Commitments  (Centura North Carolina  Tax-Free Bond Fund). The
Fund may  acquire  "stand-by  commitments,"  which will enable it to improve its
portfolio  liquidity by making  available  same-day  settlements on sales of its
securities.  A stand-by commitment gives the Fund, when it purchases a Municipal
Obligation from a broker, dealer or other financial institution ("seller"),  the
right to sell up to the same  principal  amount of such  securities  back to the
seller, at the Fund's option, at a

                                                        22

<PAGE>



specified  price.  Stand-by  commitments  are also known as "puts." The Fund may
acquire stand-by commitments solely to facilitate portfolio liquidity and not to
protect against changes in the market price of the Fund's portfolio  securities.
The exercise by the Fund of a stand-by  commitment  is subject to the ability of
the other party to fulfill its contractual commitment.

         The Fund expects that stand-by commitments  generally will be available
without  the  payment  of any  direct or  indirect  consideration.  However,  if
necessary  or  advisable,  the Fund  will pay for  stand-by  commitments  either
separately  in cash or by paying a higher price for portfolio  securities  which
are acquired subject to the commitments.

         It is  difficult  to evaluate the  likelihood  of use or the  potential
benefit of a stand-by commitment.  Therefore,  it is expected that the Directors
will determine that stand-by continents  ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was paid. However, if
the market price of the security subject to the stand-by commitment is less than
the exercise price of the stand-by  commitment,  such security win ordinarily be
valued  at  such  exercise  price.  Where  the  Fund  has  paid  for a  stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

         There is no assurance  that stand-by  commitments  will be available to
the Fund nor does the Fund assume  that such  commitments  would  continue to be
available under all market conditions.

         Third Party Puts (Centura North Carolina  Tax-Free Bond Fund). The Fund
may also  purchase  long-term  fixed rate bonds that have been  coupled  with an
option  granted by a third  party  financial  institution  allowing  the Fund at
specified  intervals  to tender  (or  "put")  the bonds to the  institution  and
receive the face value thereof (plus accrued  interest).  These third party puts
are  available  in several  different  forms,  may be  represented  by custodial
receipts or trust  certificates  and may be combined with other features such as
interest rate swaps.  The Fund receives a short-term  rate of interest (which is
periodically  reset),  and the interest rate differential  between that rate and
the  fixed  rate on the  bond is  retained  by the  financial  institution.  The
financial  institution  granting the option does not provide credit enhancement.
In the event that there is a default in the payment of principal or interest, or
downgrading  of a bond  to  below  investment  grade,  or a loss  of the  bond's
tax-exempt status, the put option will terminate automatically.  The risk to the
Fund in this case will be that of holding a  long-term  bond which would tend to
lengthen the weighted average maturity of the Fund's portfolio.


                                                        23

<PAGE>



         These bonds  coupled  with puts may present tax issues also  associated
with  stand-by  commitments.  As with any stand-by  commitments  acquired by the
Fund,  the  Fund  intends  to take  the  position  that it is the  owner  of any
Municipal  Obligation acquired subject to a third-party put, and that tax-exempt
interest earned with respect to such Municipal Obligations will be tax-exempt in
its hands.  There is no assurance that the Internal  Revenue  Service will agree
with such position in any particular case. Additionally,  the federal income tax
treatment of certain other aspects of these investments, including the treatment
of tender fees and swap payments,  in relation to various  regulated  investment
company tax provisions is unclear.  However,  the Adviser  intends to manage the
Fund's  portfolio in a manner designed to minimize any adverse impact from these
investments.

         Participation  Interests  (Centura North Carolina  Tax-Free Bond Fund).
The Fund may  purchase  from  banks  participation  interests  in all or part of
specific holdings of Municipal  Obligations.  Each participation is backed by an
irrevocable  letter of credit or  guarantee  of the selling bank that the Fund's
Adviser has  determined  meets the prescribed  quality  standards of theft Fund.
Thus either the credit of the issuer of the Municipal  Obligation or the selling
bank,  or both,  will meet the quality  standards of the Fund.  The Fund has the
right to sell the  participation  back to the bank after seven days'  notice for
the full  principal  amount of the Fund's  interest in the Municipal  Obligation
plus  accrued  interest,  but only (a) as required to provide  liquidity  to the
Fund, (b) to maintain a high quality investment  portfolio or (c) upon a default
under the terms of the Municipal Obligation. The selling bank will receive a fee
from the Fund in  connection  with the  arrangement.  The Fund will not purchase
participation  interests unless it receives an opinion of counsel or a ruling of
the Internal Revenue Service satisfactory to the Adviser that interest earned by
the Fund on Municipal  Obligations on which it holds participation  interests is
exempt from federal income tax.

                                              INVESTMENT RESTRICTIONS

         The following  restrictions are applicable to each of the Funds, except
as otherwise indicated.

         (1) No Fund may, with respect to 75% of its total assets, purchase more
than 10% of the voting  securities  of any one issuer or invest  more than 5% of
the value of such assets in the  securities  or  instruments  of any one issuer,
except  securities or instruments  issued or guaranteed by the U.S.  Government,
its agencies or instrumentalities.

         (2)      No Fund may purchase securities or instruments which would 
cause 25% or more of the market value of its total assets

                                                        24

<PAGE>



at the time of such purchase to be invested in securities or  instruments of one
or more issuers having their principal business activities in the same industry,
provided  that  there  is no  limit  with  respect  to  investments  in the U.S.
Government, its agencies and instrumentalities.

         (3) No Fund may borrow money,  except that a Fund may borrow from banks
up to 10% of the  current  value  of its  total  net  assets  for  temporary  or
emergency purposes.  A Fund will make no purchase if its outstanding  borrowings
exceed 5% of its total assets.

         (4) No Fund  may  make  loans,  except  that a Fund  may (a)  lend  its
portfolio  securities,  (b) enter into repurchase agreements with respect to its
portfolio  securities,  and (c) purchase the types of debt instruments described
in this Prospectus or the SAI.

         For  purposes  of  investment  restriction  number (1),  Centura  North
Carolina Tax-Free Bond Fund considers a Municipal Obligation to be issued by the
governmental  entity (or entities)  whose assets and revenues back the Municipal
Obligation. For a Municipal Obligation backed only by the assets and revenues of
a nongovernmental  user, such user is deemed to be the issuer;  such issuers, to
the extent their  principal  business  activities are in the same industry,  are
also  subject  to  investment   restriction  (2).  For  purposes  of  investment
restriction (2), public utilities are not deemed to be a single industry but are
separated by industrial categories, such as telephone or gas utilities.

         The foregoing investment restrictions and those described in the SAI as
fundamental  are policies of each Fund which may be changed with respect to that
Fund only when permitted by law and approved by the holders of a majority of the
applicable  Fund's  outstanding  voting  securities  as  described  under "Other
Information-Voting."

         Additionally, as a non-fundamental policy, no Fund may invest more than
15% of the aggregate value of its net assets in investments  which are illiquid,
or not readily marketable  (including repurchase agreements having maturities of
more than seven  calendar  days and variable and floating rate demand and master
demand notes not  requiring  receipt of the  principal  note amount within seven
days' notice).

         If a percentage restriction on investment policies or the investment or
use of  assets  set  forth  in this  Prospectus  are  adhered  to at the  time a
transaction  is effected,  later changes in percentage  resulting  from changing
values will not be considered a violation.


                                                        25

<PAGE>



                           RISKS OF INVESTING IN THE FUNDS

         The price per share of each of the Funds will fluctuate with changes in
the value of the  investments  held by the Fund.  Shareholders  of a Fund should
expect the value of their shares to  fluctuate  with changes in the value of the
securities  owned by that Fund.  There is, of course,  no assurance  that a Fund
will  achieve  its  investment  objective  or be  successful  in  preventing  or
minimizing the risk of loss that is inherent in investing in particular types of
investment  products.  In order to attempt to  minimize  that risk,  the Adviser
monitors  developments  in the economy,  the securities  markets,  and with each
particular issuer.  Also, as noted earlier,  each Fund is managed within certain
limitations  that  restrict  the  amount of a Fund's  investment  in any  single
issuer.

         Foreign  Securities  (Centura  Equity  Growth Fund and  Centura  Equity
Income Fund).  Investing in the  securities  of issuers in any foreign  country,
including  ADRS,   involves  special  risks  and  considerations  not  typically
associated  with  investing  in  securities  of  U.S.  issuers.   These  include
differences in accounting, auditing and financial reporting standards; generally
higher  commission rates on foreign portfolio  transactions;  the possibility of
nationalization,  expropriation  or  confiscatory  taxation;  adverse changes in
investment or exchange control  regulations (which may include suspension of the
ability to transfer  currency from a country);  and political  instability which
could  affect  U.S.  investments  in foreign  countries.  Additionally,  foreign
securities and dividends and interest payable on those securities may be subject
to foreign taxes,  including  taxes withheld from payments on those  securities.
Foreign  securities  often trade with less  frequency  and volume than  domestic
securities  and,  therefore,  may exhibit greater price  volatility.  Additional
costs  associated  with an investment in foreign  securities  may include higher
custodial fees than apply to domestic  custodial  arrangements  and  transaction
costs of foreign  currency  conversions.  Changes in foreign exchange rates also
will affect the value of securities  denominated  or quoted in currencies  other
than the U.S. dollar.  A Fund's objective may be affected either  unfavorably or
favorably  by  fluctuations  in the  relative  rates  of  exchange  between  the
currencies  of  different  nations,  by  exchange  control  regulations  and  by
indigenous  economic and political  developments.  A decline in the value of any
particular  currency  against  the U.S.  dollar will cause a decline in the U.S.
dollar value of a Fund's  holdings of  securities  denominated  in such currency
and,  therefore,  will cause an overall  decline in a Fund's net asset value and
any net investment income and capital gains to be distributed in U.S. dollars to
shareholders of the Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by several factors  including the supply and demand for
particular currencies, central bank efforts to support particular

                                                        26

<PAGE>



currencies,  the movement of interest  rates,  the pace of business  activity in
certain other countries and the United States,  and other economic and financial
conditions affecting the world economy.  Although the Fund may engage in forward
foreign  currency  transactions  and  foreign  currency  options to protect  its
portfolio  against  fluctuations  in currency  exchange rates in relation to the
U.S. dollar, there is no assurance that these techniques will be successful. See
"Description  of Securities and  Investment  Practices" and below for additional
information about these kinds of transactions.

         Although the Funds value their  assets daily in terms of U.S.  dollars,
the Funds do not intend to convert  their  holdings of foreign  currencies  into
U.S.  dollars  on a daily  basis.  The Funds  will do so from time to time,  and
investors should be aware of the costs of currency conversion.  Although foreign
exchange  dealers do not charge a fee for  conversion,  they do realize a profit
based on the difference  ("spread")  between the prices at which they are buying
and  selling  various  currencies.  Thus,  a dealer  may offer to sell a foreign
currency to a Fund at one rate,  while offering a lesser rate of exchange should
the Fund desire to sell that currency to the dealer.

         Through the Funds' flexible  policies,  the Adviser  endeavors to avoid
unfavorable  consequences  and to take  advantage of favorable  developments  in
particular   nations  where,  from  time  to  time,  it  may  place  the  Funds'
investments. See the SAI for further information about foreign securities.

         Zero Coupon and  Pay-in-Kind  Securities  (Centura  Equity Income Fund,
Centura Federal  Securities Income Fund and Centura North Carolina Tax-Free Bond
Fund).  Zero  coupon  bonds  (which  do not pay  interest  until  maturity)  and
pay-in-kind securities (which pay interest in the form of additional securities)
may be more  speculative and may fluctuate more in value than  securities  which
pay income  periodically  and in cash. In addition,  although a Fund receives no
periodic cash payments from such  investments,  applicable tax rules require the
Fund to accrue and pay out its income  from such  securities  annually as income
dividends and require  stockholders to pay tax on such dividends (except if such
dividends qualify as exempt-interest dividends).

         North Carolina Municipal  Obligations  (Centura North Carolina Tax-Free
Bond Fund). Because this Fund will concentrate its investments in North Carolina
Municipal Obligations,  it may be affected by political,  economic or regulatory
factors that may impair the ability of North Carolina issuers to pay interest on
or to repay the principal of their debt  obligations.  Thus, the net asset value
of the shares may be  particularly  impacted by the general  economic  situation
within North Carolina.  The concentration of the Fund's  investments in a single
state may involve greater risk than if the Fund invested in Municipal

                                                        27

<PAGE>



Obligations  throughout  the country,  due to the  possibility of an economic or
political development which could uniquely affect the ability of issuers to meet
the debt obligations of the securities.

         The economy of North  Carolina is supported  by industry,  agricultural
products,  and tourism,  with the largest  segment of its work force employed in
manufacturing.  From 1980 to 1993,  the state's per capita  income grew  133.8%,
from $7,999 to $18,702. The state has the nation's tenth highest population, and
its  unemployment  rate in March  1995 was 3.9% of the  labor  force  (versus  a
national  rate of 5.5%).  The state's  labor force grew 26.4%  between  1980 and
1994,  while its complexion  shifted from agriculture to the production of goods
and services. In 1993, North Carolina nevertheless ranked tenth in the nation in
gross agricultural  income.  Although 20% of its agricultural  income comes from
tobacco,  34% comes from a diversified poultry industry and the remainder from a
relatively large variety of other agricultural plant and animal products.  North
Carolina  is the third  most  diversified  state in the  country in terms of its
agriculture.

         Obligations  of issuers of North  Carolina  Municipal  Obligations  are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of  creditors,  such as the Federal Bank Reform Act of 1978.
In addition,  the  obligations  of such  issuers may become  subject to the laws
enacted  in the  future by  Congress  or the North  Carolina  legislature  or by
referenda  extending  the time for  payment of  principal  and/or  interest,  or
imposing  other  constraints  upon  enforcement  of  such  obligations  or  upon
municipalities to levy taxes. There is also the possibility that, as a result of
legislation or other conditions, the power or ability of any issuer to pay, when
due, the principal of and interest on its North Carolina  Municipal  Obligations
may be materially affected.  Additional  considerations relating to the risks of
investing in North Carolina Municipal Obligations are presented in the SAI.

         Municipal  Lease  Obligations  (Centura  North  Carolina  Tax-Free Bond
Fund).  Municipal lease  obligations have special risks not normally  associated
with municipal bonds. These obligations  frequently contain  "non-appropriation"
clauses that  provide  that the  governmental  issuer of the  obligation  has no
obligation to make future  payments under the lease or contract  unless money is
appropriated  for such  purposes  by the  legislative  body on a yearly or other
periodic basis.  For more  information on risks of municipal lease  investments,
see the SAI.

         Risks of Options Transactions (All Funds).  The purchase and writing o
options involves certain risks.  During the option period, the covered call 
writer has, in return for the premium on the option, given up the opportunity to
profit from a price

                                                        28

<PAGE>



increase in the underlying  securities above the exercise price, but, as long as
its obligation as a writer  continues,  has retained the risk of loss should the
price of the underlying security decline. The writer of an option has no control
over the time when it may be required to fulfill its  obligation  as a writer of
the option.  Once an option  writer has received an exercise  notice,  it cannot
effect a closing purchase transaction in order to terminate its obligation under
the option and must deliver the underlying  securities at the exercise price. If
a put or call  option  purchased  by a Fund is not  sold  when it has  remaining
value, and if the market price of the underlying security, in the case of a put,
remains equal to or greater than the exercise  price,  or in the case of a call,
remains less than or equal to the exercise price,  the Fund will lose its entire
investment  in the  option.  Also,  where a put or call  option on a  particular
security is purchased to hedge  against price  movements in a related  security,
the price of the put or call  option may move more or less than the price of the
related security. There can be no assurance that a liquid market will exist when
a  Fund  seeks  to  close  out  an  option  position.  Furthermore,  if  trading
restrictions  or suspensions  are imposed on the options  market,  a Fund may be
unable to close out a position.  If a Fund cannot effect a closing  transaction,
it will not be able to sell the underlying security while the previously written
option remains outstanding, even if it might otherwise be advantageous to do so.

         Foreign Currency Options (Centura Equity Growth Fund and Centura Equity
Income Fund).  Currency options traded on U.S. or other exchanges may be subject
to  position  limits  which may limit the  ability  of a Fund to reduce  foreign
currency  risk  using  such  options.   Over-the-counter   options  differ  from
exchange-traded  options  in that they are  two-party  contracts  with price and
other terms  negotiated  between  buyer and seller and  generally do not have as
much market liquidity as exchange-traded  options.  Employing hedging strategies
with options on  currencies  does not  eliminate  fluctuations  in the prices of
portfolio securities or prevent losses if the prices of such securities decline.
Furthermore,  such hedging  transactions  reduce or preclude the opportunity for
gain if the value of the  hedged  currency  should  change  relative  to the U.S
dollar. A Fund will not speculate in options on foreign currencies.

         There is no assurance that a liquid secondary market will exist for any
particular  foreign currency option,  or at any particular time. In the event no
liquid  secondary  market  exists,  it might not be possible  to effect  closing
transactions in particular  options.  If a Fund cannot close out an option which
it holds,  it would have to  exercise  its option in order to realize any profit
and would incur transactional costs on the sale of the underlying assets.


                                                        29

<PAGE>



         Risks of Futures and Related Options  Transactions  (All Funds).  There
are several risks  associated  with the use of futures  contracts and options on
futures  contracts.  While a Fund's use of futures contracts and related options
for hedging may protect a Fund against adverse movements in the general level of
interest rates or securities  prices,  such transactions could also preclude the
opportunity to benefit from  favorable  movements in the level of interest rates
or securities  prices.  There can be no guarantee  that the Adviser's  forecasts
about market value interest rates and other  applicable  factors will be correct
or that there will be a  correlation  between  price  movements  in the  hedging
vehicle  and in the  securities  being  hedged.  The skills  required  to invest
successfully  in futures  and  options  may differ  from the skills  required to
manage other assets in a Fund's  portfolio.  An incorrect  forecast or imperfect
correlation  could result in a loss on both the hedged  securities in a Fund and
the hedging vehicle so that the Fund's return might have been better had hedging
not been attempted.

         There can be no  assurance  that a liquid  market  will exist at a time
when a Fund seeks to close out a futures  contract or futures  option  position.
Most  futures  exchanges  and boards of trade  limit the  amount of  fluctuation
permitted in futures  contract  prices during a single day; once the daily limit
has been reached on a particular  contract,  no trades may be made that day at a
price  beyond  that  limit.  In  addition,  certain  of  these  instruments  are
relatively new and without a significant trading history. As a result,  there is
no assurance that an active  secondary market will develop or continue to exist.
Lack of a liquid market for any reason may prevent the Fund from  liquidating an
unfavorable  position  and the  Fund  would  remain  obligated  to  meet  margin
requirements  until the position is closed.  The potential risk to a Fund from a
futures transaction is unlimited.  Therefore,  although the Funds have authority
to engage in futures  transactions,  they have no present intention to do so and
will engage in such  transactions  only when  disclosure to that affect has been
added to the Prospectus.

         A Fund will only enter into futures  contracts or futures options which
are  standardized and traded on a U.S. or foreign exchange or board of trade, or
similar entity, or are quoted on an automated  quotation system. A Fund will not
enter into a futures  contract if  immediately  thereafter  the  initial  margin
deposits for futures  contracts  held by the Fund plus  premiums  paid by it for
open futures options positions,  less the amount by which any such positions are
"in-the-money," would exceed 5% of the Fund's total assets.

         The Funds may trade futures  contracts and options on futures contracts
on U.S.  domestic  markets and, except for Centura North Carolina  Tax-Free Bond
Fund, also on exchanges  located outside of the United States.  Foreign markets,
however, may have greater

                                                        30

<PAGE>



risk  potential  than domestic  markets.  Unlike  trading on domestic  commodity
exchanges,  trading on  foreign  commodity  exchanges  is not  regulated  by the
Commodity  Futures  Trading  Commission  and may be subject to greater risk than
trading on domestic exchanges. For example, some foreign exchanges are principal
markets so that no common clearing facility exists and a trader may look only to
the broker for performance of the contract. In addition, any profits that a Fund
might realize in trading could be eliminated by adverse  changes in the exchange
rate of the currency in which the transaction is denominated,  or the Fund could
incur  losses as a result of  changes  in the  exchange  rate.  Transactions  on
foreign  exchanges  may  include  both  commodities  that are traded on domestic
exchanges or boards of trade and those that are not.

         Risks of Forward Foreign Currency Contracts (Centura Equity Growth Fund
and Centura Equity Income Fund). The precise  matching of forward  contracts and
the value of the  securities  involved will not generally be possible  since the
future  value  of  the  securities  in  foreign  currencies  will  change  as  a
consequence  of market  movements in the value of those  securities  between the
date the forward contract is entered into and the date it matures. Projection of
short-term currency market movements is extremely difficult,  and the successful
execution of a short-term hedging strategy is highly uncertain.  There can be no
assurance  that new forward  contracts  or offsets will always be available to a
Fund.

                                              MANAGEMENT OF THE FUNDS

         The business and affairs of each Fund are managed under the direction
of the Board of Directors.  The Directors are Leslie H. Garner, Jr., James H. 
Speed, Jr., Frederick E. Turnage, Lucy Hancock Bode and J. Franklin Martin.  
Additional information about the Directors, as well as the Company's executive 
officers, may be found in the SAI under the heading "Management - Directors and
Officers."

The Adviser: Centura Bank

         Centura Bank,  131 North Church  Street,  Rocky Mount,  North  Carolina
27802,  is a member bank of the Federal  Reserve  System.  Centura  Bank and its
parent,  Centura Banks,  Inc., were formed in 1990 through a merger of two other
Rocky Mount, North Carolina bank holding companies and their subsidiary banks.
   
         For the advisory  services it provides the Funds,  the Adviser receives
from each Fund fees,  payable monthly based on the average daily net assets,  at
an annual  rate  based on the  Fund's  average  net  assets.  Fees are 0.70% for
Centura  Equity Growth Fund,  0.70% for Centura  Equity  Income Fund,  0.30% for
Centura  Federal  Securities  Income Fund and 0.35% for Centura  North  Carolina
Tax-Free Bond Fund. The Adviser also serves as

                                                        31

<PAGE>



Custodian for the Funds' assets, for which it receives  additional fees. For the
fiscal period ended April 30, 1996,  the Adviser  received  $802,888 in Advisory
fees from the Equity Growth Fund and $312,098 from the Federal Securities Income
Fund.  The advisory fees for the North  Carolina  Tax-Free Bond Fund amounted to
$138,274, however, the Adviser waived $99,774.

         Frank Jolley has primary  responsibility  for management of the Centura
Equity Income Fund and the Centura  Equity  Growth Fund.  Mr. Jolley has over 17
years  experience in investments and financial  analysis.  He graduated from the
University   of  North   Carolina   with  a  Bachelor  of  Science  in  business
administration. Mr. Jolley began his investment career with Dean Witter Reynolds
in retail sales and later served as a branch  manager for a regional  securities
firm.  Primary  duties at Centura  have  included the  management  of common and
collective   funds  along  with  personal  trust  and  pension  fund  investment
responsibilities.  In August 1996, Mr. Jolley was named Chief Investment Officer
of Centura's asset  management  area. As Chief  Investment  Officer,  his duties
include  oversight of all  Centura's  mutual  funds.  Mr.  Jolley is a Chartered
Financial  Analyst  and a member  of the North  Carolina  Society  of  Financial
Analysts where he currently serves as the Secretary and member of the Board.

         Robert D. Marsh serves as portfolio  manager for Centura North Carolina
Tax-Free Bond Fund. He previously  managed the North  Carolina  Tax-Free  common
trust fund before the  conversion  to the Centura North  Carolina  Tax-Free Bond
Fund in June 1994. Mr. Marsh has over 34 years' experience in Trust investments,
portfolio  management,  and Trust  administration.  He graduated from Ball State
University with a Bachelor of Science degree in accounting.  Mr. Marsh began his
Trust  career at American  National  Bank and Trust  Company in Indiana in Trust
administration  and portfolio  management.  Mr.  Marsh's other duties at Centura
Bank include the  management of personal  trust and pension  account  investment
responsibilities.

         Lawrence R. Allen serves as portfolio manager for Centura Federal 
Securities Income Fund.  He previously managed the Federal Securities common 
trust fund before the coversion to the Centura Federal Securities Income Fund in
June 1994.  Mr. Allen has 3 years experience in investments and portfolio
management.  He graduated from Campbell University with a Bachelor in Business
Administration and a Trust Management certificate.  Mr. Allen began his 
investment career with United Carolina Bank in Trust Investments.  Mr. Allen's
other duties at Centura include the management of personal trust and pension 
account investment responsibilities.
    
The Distributor
   
         Centura Funds  Distributor,  Inc., 230 Park Avenue,  New York, New York
10169,  acts as the Funds'  Distributor.  The Distributor is an affiliate of the
Funds'  Administrator,  Furman Selz, was formed  specifically  to distribute the
Funds.  For  information  concerning  changes  regarding  Furman Selz,  see "The
Administrator and Sponsor" below.
    

                                                        32

<PAGE>



Service Organizations

         Payments  may be made by the Funds or by the Adviser to various  banks,
trust companies,  broker-dealers or other financial organizations (collectively,
"Service Organizations") for providing administrative services for the Funds and
their  shareholders,   such  as  maintaining   shareholder  records,   answering
shareholder  inquiries and forwarding materials and information to shareholders.
The Funds may pay fees to Service  Organizations  (which vary depending upon the
services  provided)  in amounts  up to an annual  rate of 0.25% of the daily net
asset value of the shares of either  class owned by  shareholders  with whom the
Service Organization has a servicing relationship.

         Some  Service   Organizations   may  impose   additional  or  different
conditions on their clients, such as requiring their clients to invest more than
a Fund's minimum initial or subsequent  investments or charging a direct fee for
servicing.  If imposed,  these fees would be in  addition  to any amounts  which
might  be  paid  to  the  Service   Organization  by  the  Funds.  Each  Service
Organization  has agreed to transmit to its clients a schedule of any such fees.
Shareholders  using  Service  Organizations  are  urged  to  consult  with  them
regarding any such fees or conditions.

         The  Glass-Steagall  Act and other  applicable laws provide that, among
other things,  banks may not engage in the business of underwriting,  selling or
distributing securities.  There is currently no precedent prohibiting banks from
performing   administrative  and  shareholder  servicing  functions  as  Service
Organizations.  However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either federal or state regulations relating
to the  permissible  activities of banks and their  subsidiaries  or affiliates,
could prevent a bank Service  Organization  from  continuing to perform all or a
part of its servicing activities.  If a bank were prohibited from so acting, its
shareholder  clients would be permitted to remain  shareholders of the Funds and
alternative  means for  continuing the servicing of such  shareholders  would be
sought. It is not expected that shareholders  would suffer any adverse financial
consequences as a result of any of these occurrences.

The Administrator and Sponsor
   
         Furman Selz LLC, 230 Park  Avenue,  New York,  New York 10169,  acts as
Sponsor  and   Administrator   of  the  Funds.   Furman  Selz  is  primarily  an
institutional brokerage firm with membership on the New York, American,  Boston,
Midwest,  Pacific and Philadelphia  Stock Exchanges.  Furman Selz also serves as
sponsor,  administrator  and distributor of other mutual funds. On June 28, 1996
Furman Selz and BISYS Group, Inc. ("BISYS") announced a

                                                        33

<PAGE>



definitive  agreement which provides for Furman Selz to transfer its mutual fund
business to BISYS.  This transaction is expected to close on or about October 1,
1996. BISYS, headquartered in Little Falls, New Jersey, supports more than 5,000
financial  institutions  and corporate  clients  through two strategic  business
units.  BISYS  Information  Services Group  provides  image and data  processing
outsourcing,  and  pricing  analysis  to more than 600 banks  nationwide.  BISYS
Investment Services Group designs,  administers and distributes over 30 families
of proprietary mutual funds consisting of more than 365 portfolios, and provides
401(k)  marketing  support,   administration,   and  recordkeeping  services  in
partnership with banking institutions and investment management companies.  At a
meeting  held on July 24,  1996,  the  Directors  reviewed  and  approved  a new
Administration  Agreement and  Distribution  Agreement  with BISYS Fund Services
Limited  Partnership d/b/a BISYS Fund Services,  a new Transfer Agency Agreement
and a Fund  Accouting  Agreement  with  BISYS  Fund  Services,  Inc.  Both BISYS
companies have their principal place of business at 3435 Stelzer Road, Columbus,
Ohio 43219. These new agreements are expected to take effect in the fall of 1996
at  which  time  the  BISYS  Companies  will  commence  providing  the  services
previously provided by Furman Selz.
    
   
         Pursuant  to an  Administrative  Services  Contract  with the  Company,
Furman Selz provides certain  management and  administrative  services necessary
for the Funds' operations including: (a) general supervision of the operation of
the  Funds  including  coordination  of the  services  performed  by the  Funds'
Adviser,  custodian,  independent  accountants and legal counsel; (b) regulatory
compliance,  including the  compilation  of  information  for documents  such as
reports to, and filings  with,  the SEC and state  securities  commissions,  and
preparation  of proxy  statements  and  shareholder  reports for the Funds;  (c)
general  supervision  relative  to the  compilation  of  data  required  for the
preparation of periodic reports  distributed to the Funds' officers and Board of
Directors;  and (d) furnishing office space and certain facilities  required for
conducting the business of the Funds.  For these services,  Furman Selz receives
from each  Fund a fee,  payable  monthly,  at the  annual  rate of 0.15% of each
Fund's  average daily net assets.  For the fiscal year ended April 30, 1996, the
Administrator  received  $172,047 and $156,049 in  administrative  services fees
from  the  Equity   Growth  Fund  and  the  Federal   Securities   Income  Fund,
respectively.  The  Administrator  was entitled to $59,260 but waived $42,761 in
fees from the North Carolina Tax-Free Bond Fund. Under separate  agreements with
the  Company,  Furman  Selz  also  acts  as the  Funds'  transfer  and  dividend
disbursing  agent (for which it receives a fee of $15 per account per year, plus
out-of-pocket  expenses) and provides  assistance in calculating  the Funds' net
asset values and provides other accounting services for the Funds (for an annual
fee of $30,000 per Fund plus out-of-pocket  expenses). For the fiscal year ended
April 30, 1996, Furman Selz earned $38,623,  $7,326 and $6,452 in transfer agent
fees for the Equity  Growth  Fund,  the Federal  Securities  Income Fund and the
North Carolina

                                                        34

<PAGE>



Tax-Free Bond Fund,  respectively.  Furman Selz also earned $32,848, $33,981 and
$41,369  in fund  accounting  fees  for the  Equity  Growth  Fund,  the  Federal
Securities Income Fund and the North Carolina Tax-Free Bond Fund,  respectively,
for the same
period.
    
Other Expenses

         Each  Fund  bears  all  costs of its  operations  other  than  expenses
specifically  the  responsibility  of the  Administrator,  the  Adviser or other
service  providers.  In  addition  to fees paid to service  providers  described
above,  the costs borne by the Funds,  some of which may vary among the classes,
as noted above,  include:  legal and accounting  expenses;  Directors'  fees and
expenses;  insurance  premiums;  custodian and transfer agent fees and expenses;
expenses incurred in acquiring or disposing of the Funds' portfolio  securities;
expenses of  registering  and qualifying the Funds' shares for sale with the SEC
and with various  state  securities  commissions;  expenses of  maintaining  the
Funds' legal existence and of shareholders'  meetings; and expenses of preparing
and  distributing  reports,   proxy  statements  and  prospectuses  to  existing
shareholders. Each Fund bears its own expenses associated with its establishment
as a portfolio of the Company;  these  expenses are  amortized  over a five-year
period from the commencement of a Fund's  operations.  Company expenses directly
attributable  to a Fund or  class  are  charged  to that  Fund or  class;  other
expenses are allocated proportionately among all of the Funds and classes in the
Company in relation to the net assets of each Fund and class.

                         MINIMUM PURCHASE REQUIREMENTS

         The minimum initial  investment in each of the Funds is $1,000,  except
that the minimum investment requirement for an IRA or other qualified retirement
plan is $250. Any subsequent  investments  must be at least $250,  except for an
IRA or qualified  retirement plan investment.  All initial investments should be
accompanied by a completed Purchase  Application.  A Purchase Application may be
obtained by calling Fund Services at 1-800-  44CENTURA  (442-3688).  However,  a
separate  application is required for IRA and other  qualified  retirement  plan
investments.  Centura  North  Carolina  Tax-Free  Bond Fund is not a recommended
investment for an ERA or other qualified  retirement plan. The Funds reserve the
right to reject purchase orders.

                     PRICING AND PURCHASE OF FUND SHARES

         Each Fund  offers  its Class C shares  at their  net asset  value  next
determined after a purchase order has been received.  All consideration received
by the  Funds  for the  purchase  of  Class C  shares  is  invested  in full and
fractional Class C shares of the appropriate  Fund.  Certificates for shares are
not issued.

                                                        35

<PAGE>



Furman Selz maintains records of each shareholder's holdings of Fund shares, and
each  shareholder  receives a monthly  statement of  transactions,  holdings and
dividends. The Funds reserve the right to reject any purchase.

                            EXCHANGE OF FUND SHARES

         The Funds offer two  convenient  ways to exchange Class C shares in one
Fund for Class C shares of another  Fund in the Company.  Before  engaging in an
exchange transaction, a shareholder should read carefully the information in the
Prospectus  describing  the Fund into which the exchange  will occur.  A Class C
shareholder  may not  exchange  shares of one Fund for Class C shares of another
Fund unless the latter Fund's Class C shares are qualified for sale in the state
of  the  shareholder's  residence.  There  is no  minimum  amount  required  for
exchanges,  provided the investor has  satisfied the $1,000  minimum  investment
requirement for the Fund into which he or she is exchanging,  and no service fee
is imposed for an exchange.  The Company may terminate or amend the terms of the
exchange privilege at any time upon 60 days notice to shareholders.

         A new account  opened by  exchange  must be  established  with the same
name(s),  address  and  social  security  number as the  existing  account.  All
exchanges will be made based on the respective net asset values next  determined
following receipt of the request by a Fund in good order.

         An  exchange is taxable as a sale of a security on which a gain or loss
may be recognized.  Shareholders  should  receive  written  confirmation  of the
exchange within a few days of the completion of the transaction. See "Dividends,
Distributions  and Federal Income  Taxation" for an explanation of circumstances
in which a sales  charge  paid to  acquire  shares of the Funds may not be taken
into account in determining gain or loss on the disposition of those shares.

         Exchange by Mail. To exchange Fund shares by mail,  shareholders should
simply send a letter of instruction to the Funds. The letter of instruction must
include:  (a) the  investor's  account  number;  (b) the  class of  shares to be
exchanged; (c) the Fund from and the Fund into which the exchange is to be made;
(d) the dollar or share amount to be  exchanged;  and (e) the  signatures of all
registered owners or authorized parties. All signatures must be guaranteed by an
eligible  guarantor   institution   including  members  of  national  securities
exchanges,  commercial banks or trust companies,  broker-dealers,  credit unions
and savings associations.

         Exchange by Telephone.  To exchange Fund shares by telephone or to ask 
any questions, shareholders may call the Fund at 1-800-44CENTURA (442-3688).  
Please be prepared to give the telephone

                                                        36

<PAGE>



representative  the  following  information:  (a)  the  account  number,  social
security  number  and  account  registration;  (b) the  class  of  shares  to be
exchanged;  (c) the name of the Fund  from  which  and the Fund  into  which the
exchange  is to be made;  and (d) the  dollar or share  amount to be  exchanged.
Telephone  exchanges  are  provided  automatically  to each  shareholder  unless
otherwise specifically  indicated on the Purchase Application.  The Funds employ
procedures,  including recording  telephone calls,  testing a caller's identity,
and sending  written  confirmation of telephone  transactions,  designed to give
reasonable  assurance that  instructions  communicated by telephone are genuine,
and to  discourage  fraud.  To the  extent  that a Fund  does  not  follow  such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone  instructions.  A Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably  believes to be genuine.  The Funds
reserve the right to suspend or terminate the privilege of exchanging by mail or
by telephone at any time.

                          REDEMPTION OF FUND SHARES

         Shareholders  may  redeem  their  shares,  in whole or in part,  on any
business  day. If a  shareholder  holds shares in more than one class of a Fund,
any request for  redemption  must  specify the class from which shares are to be
redeemed.  In the event a shareholder  fails to make such a specification  or if
there are  insufficient  shares of the specified class to satisfy the redemption
order,  the  redemption  order will be delayed until the Fund's  transfer  agent
receives further instructions from the shareholder.

         Class C shares will be redeemed at the net asset value next determined
after a redemption request in good order has been received by the applicable 
Fund.  See "Pricing and Purchase of Fund Shares."

         Where the shares have been purchased by check,  the redemption  request
will be held until the  purchasing  check has  cleared,  which may take up to 15
days.  Shareholders may avoid this delay by investing  through wire transfers of
Federal  funds.  During  the period  prior to the time the shares are  redeemed,
dividends  on the  shares  will  continue  to  accrue  and be  payable  and  the
shareholder  will be  entitled  to  exercise  all  other  beneficial  rights  of
ownership.

         Once the shares are redeemed,  a Fund will ordinarily send the proceeds
by check to the  shareholder  at the address of record on the next business day.
The Fund my, however,  take up to seven days to make payment  although this will
not be the customary  practice.  Also, if the New York Stock  Exchange is closed
(or when trading is restricted) for any reason other than the customary  weekend
or holiday closing or if an emergency condition

                                                        37

<PAGE>



as determined by the SEC merits such action,  the Funds may suspend  redemptions
or postpone  payment dates.  A redemption may be a taxable  transaction on which
gain or loss may be recognized.

         Redemption Methods. To ensure acceptance of a redemption request, it is
important that shareholders follow the procedures described below.  Although the
Funds have no present  intention to do so, the Funds reserve the right to refuse
or to limit the frequency of any telephone or wire  redemptions.  Of course,  it
may be difficult to place orders by telephone during periods of severe market or
economic  change,  and a  shareholder  should  consider  alternative  methods of
communications,  such as couriers.  The Funds' services and their provisions may
be modified or terminated at any time by the Funds.  If the Funds  terminate any
particular  service,  they  will do so  only  after  giving  written  notice  to
shareholders. Redemption by mail will always be available to shareholders.

         A shareholder may redeem shares using any of the following methods:

         Through   an   Authorized   Broker,   Investment   Adviser  or  Service
Organization.  The  shareholder  should  contact his or her  broker,  investment
adviser or Service  Organization and provide instructions to redeem shares. Such
organizations are responsible for prompt transmission of orders. The broker will
contact the Funds and place a redemption  trade. The broker may charge a fee for
this service.

         By Mail. Shareholders may redeem shares by sending a letter directly to
the Funds. To be accepted, a letter requesting  redemption must include: (a) the
Fund name, class of shares and account  registration from which shares are being
redeemed;  (b) the  account  number;  (c) the  amount  to be  redeemed;  (d) the
signatures  of all  registered  owners;  and (e) a  signature  guarantee  by any
eligible  guarantor   institution   including  members  of  national  securities
exchanges,  commercial banks or trust companies,  broker-dealers,  credit unions
and  savings  associations.  Corporations,  partnerships,  trusts or other legal
entities will be required to submit additional documentation.

         By Telephone.  Shareholders may redeem shares by calling the Funds toll
free  at  1-800-44CENTURA   (442-3688).   Be  prepared  to  give  the  telephone
representative  the  following  information:  (a)  the  account  number,  social
security  number  and  account  registration;  (b)  the  name of the  class  (if
applicable)  and the Fund from  which  shares  are being  redeemed;  and (c) the
amount to be redeemed.  Telephone  redemptions  are available  unless  otherwise
indicated on the Purchase  Application  or on the Optional  Services  Form.  The
Funds employ procedures, including recording telephone calls, testing a caller's
identity, and sending written confirmation of telephone transactions, designed

                                                        38

<PAGE>



to give  reasonable  assurance that  instructions  communicated by telephone are
genuine, and to discourage fraud. To the extent that a Fund does not follow such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone  instructions.  A Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine.

         By Wire.  Shareholders may redeem shares by contacting the Funds by
mail or telephone and instructing the Funds to send a wire transmission to the 
shareholder's bank.

         The shareholder's  instructions should include: (a) the account number,
social security number and account  registration;  (b) the name of the class and
the Fund  from  which  shares  are  being  redeemed;  and (c) the  amount  to be
redeemed.  Wire  redemptions  can be  made  unless  otherwise  indicated  on the
shareholder's Purchase Application, and a copy is attached of a void check on an
account where proceeds are to be wired.  The bank may charge a fee for receiving
a wire payment on behalf of its customer.

         Systematic  Withdrawal Plan. An owner of $12,000 or more of shares of a
Fund may elect to have periodic redemptions made from this account to be paid on
a monthly,  quarterly,  semiannual or annual basis.  The maximum  withdrawal per
year is 12% of the  account  value at the  time of the  election.  A  sufficient
number of shares to make the scheduled  redemption  will normally be redeemed on
the date  selected  by the  shareholder.  Depending  on the size of the  payment
requested  and  fluctuation  in the  net  asset  value,  if any,  of the  shares
redeemed, redemptions for the purpose of making such payments may reduce or even
exhaust the account.  A shareholder may request that these payments be sent to a
predesignated  bank or  other  designated  party.  Capital  gains  and  dividend
distributions  paid to the account will automatically be reinvested at net asset
value on the distribution payment date.

         Redemption of Small Accounts. Due to the disproportionately higher cost
of servicing small accounts,  the Funds reserve the right to redeem, on not less
than  30  days'  notice,  an  account  in a Fund  that  has  been  reduced  by a
shareholder  (not by market  action) below  $1,000.  If during the 30-day notice
period the  shareholder  purchases  sufficient  shares to bring the value of the
account to $1,000, the account will not be redeemed.

         Redemption  in Kind.  All  redemptions  of shares of the Funds shall be
made in cash,  except that the  commitment to redeem shares in cash extends only
to  redemption  requests  made by each  shareholder  of a Fund during any 90-day
period of up to the lesser of  $250,000 or 1% of the net asset value of the Fund
at the beginning of such period. This commitment is irrevocable

                                                        39

<PAGE>



without the prior  approval of the SEC.  In the case of  redemption  requests by
shareholders  in excess of such  amounts,  the Board of  Directors  reserves the
right to have a Fund make  payment,  in whole or in part, in securities or other
assets, in case of an emergency or any time a cash distribution would impair the
liquidity of the Fund to the  detriment of the  existing  shareholders.  In this
event,  the  securities  would be  valued  generally  in the same  manner as the
securities of that Fund are valued generally. If the recipient were to sell such
securities, he or she would incur brokerage charges.

         Signature Guarantees.  To protect shareholder  accounts,  the Funds and
the Administrator  from fraud,  signature  guarantees are required to enable the
Funds to verify the identity of the person who has authorized a redemption  from
an account.  Signature  guarantees  are required for (1)  redemptions  where the
proceeds are to be sent to someone other than the registered  shareholder(s) and
the  registered  address,  (2) a  redemption  of $25,000 or more,  and (3) share
transfer  requests.  Signature  guarantees may be obtained from certain eligible
financial  institutions,  including  but not limited to, the  following:  banks,
trust companies, credit unions, securities brokers and dealers, savings and loan
associations  and  participants  in  the  Securities  and  Transfer  Association
Medallion Program  ("STAMP"),  the Stock Exchange  Medallion Program ("SEMP") or
the New York Stock Exchange  Medallion  Signature Program ("MSP").  Shareholders
may contact the Funds at 1-800-442-3688 for further details.

                            PORTFOLIO TRANSACTIONS

         Pursuant to the  Investment  Advisory  Agreement,  the  Adviser  places
orders  for the  purchase  and  sale of  portfolio  investments  for the  Funds'
accounts with brokers or dealers it selects in its discretion.

         In  effecting  purchases  and  sales of  portfolio  securities  for the
account  of a Fund,  the  Adviser  will seek the best  execution  of the  Fund's
orders.  Purchases  and sales of  portfolio  debt  securities  for the Funds are
generally  placed by the Adviser with primary market makers for these securities
on a net  basis,  without  any  brokerage  commission  being  paid by the Funds.
Trading does,  however,  involve  transaction  costs.  Transactions with dealers
serving as primary  market makers  reflect the spread  between the bid and asked
prices.  The Funds may purchase  securities  during an underwriting,  which will
include an  underwriting  fee paid to the  underwriter.  Purchases  and sales of
common stocks are generally placed by the Adviser with broker-dealers  which, in
the judgment of the Adviser,  provide prompt and reliable execution at favorable
security prices and reasonable commission rates.  Broker-dealers are selected on
the basis of a variety of factors such as reputation, capital strength, size and
difficulty of order, sale of Fund shares and research provided to

                                                        40

<PAGE>



the Adviser. The Adviser may cause a Fund to pay commissions higher than another
broker-dealer  would have charged if the Adviser believes the commission paid is
reasonable  in  relation to the value of the  brokerage  and  research  services
received by the Adviser.

         Each of the  Funds may buy and sell  securities  to take  advantage  of
investment  opportunities  when such  transactions  are consistent with a Fund's
investment objective and when the Adviser believes such transactions may improve
a Fund's overall investment return. These transactions involve costs in the form
of spreads or brokerage commissions. The Funds are not normally expected to have
portfolio turnover rates in excess of 50%.

         Consistent with the Rules of Fair Practice of the National  Association
of Securities Dealers,  Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Directors may determine,  the
Adviser may consider  sales of shares of the Funds as a factor in the  selection
of broker-dealers to execute portfolio transactions for the Funds.

                             FUND SHARE VALUATION

         The net asset  value per share for each class of shares of each Fund is
calculated at 4:15 p.m.  (Eastern time),  Monday through Friday, on each day the
New York Stock  Exchange  is open for  trading,  which  excludes  the  following
business holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday,  Memorial Day,  Independence  Day, Labor Day,  Thanksgiving Day and
Christmas  Day.  The net asset  value  per share of each  class of shares of the
Funds is computed by dividing the value of net assets of each class  (i.e.,  the
value of the assets  less the  liabilities)  by the total  number of such class'
outstanding  shares.  All  expenses,  including  fees  paid to the  Adviser  and
Administrator,  are  accrued  daily and taken into  account  for the  purpose of
determining the net asset value.

         Securities  listed on an  exchange  are valued on the basis of the last
sale prior to the time the  valuation  is made.  If there has been no sale since
the  immediately  previous  valuation,  then  the  current  bid  price  is used.
Quotations  are taken for the exchange  where the security is primarily  traded.
Portfolio  securities  which are  primarily  traded on foreign  exchanges may be
valued with the assistance of a pricing service and are generally  valued at the
preceding  closing  values of such  securities  on their  respective  exchanges,
except  that when an  occurrence  subsequent  to the time a foreign  security is
valued  is likely  to have  changed  such  value,  then the fair  value of those
securities will be determined by  consideration of other factors by or under the
direction of the Board of Directors.  Over-the-counter  securities are valued on
the  basis of the bid  price at the  close of  business  on each  business  day.
Securities for which market

                                                        41

<PAGE>



quotations  are not readily  available are valued at fair value as determined in
good faith by or at the direction of the Board of Directors. Notwithstanding the
above,  bonds and  other  fixed-income  securities  are  valued by using  market
quotations  and may be  valued  on the  basis of  prices  provided  by a pricing
service approved by the Board of Directors. All assets and liabilities initially
expressed in foreign  currencies will be converted into U.S. dollars at the mean
between the bid and asked prices of such currencies against U.S. dollars as last
quoted by any major bank.

             DIVIDENDS, DISTRIBUTIONS, AND FEDERAL INCOME TAXATION

         Each Fund  intends  to  qualify  annually  to elect to be  treated as a
regulated  investment  company pursuant to the provisions of Subchapter M of the
Internal  Revenue Code of 1986, as amended (the "Code").  To qualify,  each Fund
must meet certain income, distribution and diversification  requirements. In any
year in which a Fund  qualifies  as a  regulated  investment  company and timely
distributes  all  of its  taxable  income  and  substantially  all  of  its  net
tax-exempt  interest  income,  the Fund generally will not pay any U.S.  federal
income or excise tax.

         Each Fund intends to distribute to its shareholders  substantially  all
of its investment  company  taxable income (which  includes,  among other items,
dividends and interest and the excess,  if any, of net short-term  capital gains
over net long-term  capital  losses).  Investment  company taxable income (other
than the capital gain  component  thereof)  will be declared and paid monthly by
Centura  Equity  Growth Fund and Centura  Equity  Income Fund.  Centura  Federal
Securities  Income  Fund and  Centura  North  Carolina  Tax-Free  Bond Fund will
declare  dividends  daily  and pay  them  out  monthly.  Each  Fund  intends  to
distribute,  at  least  annually,  substantially  all  net  realized  long-  and
short-term  capital  gain.  In  determining  amounts  of  capital  gains  to  be
distributed,  any  capital  loss  carryovers  from  prior  years will be applied
against capital gains.

         In the case of Centura Federal Securities Income Fund and Centura North
Carolina  Tax-Free Bond Fund, the amount  declared each day as a dividend may be
based on projections of estimated  monthly net investment  income and may differ
from the actual  investment  income  determined  in  accordance  with  generally
accepted accounting principles.  An adjustment will be made to the dividend each
month to account for any  difference  between the projected  and actual  monthly
investment income.

         Distributions  will be paid in  additional  Fund shares of the relevant
class  based on the net  asset  value of  shares  of that  class at the close of
business of the payment date of the distribution,  unless the shareholder elects
in writing,  not less than five full  business days prior to the record date, to
receive such distributions in cash. Dividends declared in, and

                                                        42

<PAGE>



attributable  to, the  preceding  month will be paid within five  business  days
after  the end of each  month.  In the  case of the  Funds  that  declare  daily
dividends,  shares  purchased will begin earning  dividends on the day after the
purchase order is executed,  and shares redeemed will earn dividends through the
day the  redemption is executed.  Investors who redeem all or a portion of their
Fund  shares  prior to a  dividend  payment  date will be  entitled  on the next
payment date to all dividends declared but unpaid on those shares at the time of
their redemption.

         Any  dividend  or other  distribution  paid by a Fund has the effect of
reducing the net asset value per share on the record date by the amount thereof.
Therefore,  in the case of Centura  Equity  Growth Fund,  which does not declare
dividends daily, a dividend or other  distribution paid shortly after a purchase
of shares would represent,  in substance, a return of capital to the shareholder
(to the extent it is paid on the shares so  purchased),  even though  subject to
income taxes, as discussed below.

         Dividends distributed by Centura North Carolina Tax-Free Bond Fund that
are  derived  from  interest  income  exempt  from  federal  income  tax and are
designated by the Fund as  "exempt-interest  dividends"  will be exempt from the
regular  federal  income  tax.  Capital  gains   distributions   and  any  other
distributions  of Fund earnings not  designated  by the Fund as  exempt-interest
dividends will, however,  generally be subject to federal,  state and local tax.
The  Fund's  investment  policies  permit  it to earn  income  which  cannot  be
designated as exempt-interest dividends.

         Distributions  of investment  company  taxable  income  (regardless  of
whether  derived from dividends,  interest or short-term  capital gains) will be
taxable  to  shareholders  as  ordinary  income.  If a portion  of the income of
Centura  Equity Growth Fund or Centura  Equity Income Fund consists of dividends
paid by U.S.  corporations,  a portion  of the  dividends  paid by that Fund may
qualify for the deduction for dividends received by corporations.  No portion of
the dividends paid by Centura  Federal  Securities  Income Fund or Centura North
Carolina  Tax-Free  Bond Fund is expected to so  qualify.  Distributions  of net
long-term  capital gains  designated by a Fund as capital gain dividends will be
taxable as long-term  capital  gains,  regardless of how long a shareholder  has
held the Fund  shares.  Distributions  are  taxable in the same  manner  whether
received in additional shares or in cash.

         A  distribution,  including  an  "exempt-interest  dividend,"  will  be
treated as paid on December 31 of the calendar  year if it is declared by a Fund
during October,  November, or December of that year to shareholders of record in
such a month and paid by

                                                        43

<PAGE>



the Fund during January of the following  calendar year. Such distributions will
be taxable to shareholders in the calendar year in which the  distributions  are
declared, rather than the calendar year in which the distributions are received.

         Any  gain or loss  realized  by a  shareholder  upon  the sale or other
disposition of shares of a Fund, or upon receipt of a  distribution  in complete
liquidation  of a Fund,  generally  will be a capital gain or loss which will be
long-term or  short-term  generally  depending  upon the  shareholder's  holding
period for the shares.

         The timing of a  shareholder's  investment  could have  undesirable tax
consequences.  If a  shareholder  opened a new account or bought more shares for
his or her current account just before the day a capital gain  distribution  was
reflected in the Fund's share price, the shareholder  would receive a portion of
his or her investment back as a taxable capital gain distribution.

         Shareholders should also be aware that redeeming shares of a Fund after
tax-exempt  interest  income has been accrued by the Fund but before that income
has been distributed as a dividend may not be advantageous.  This is because the
gain, if any, on the  redemption  will be taxable,  even though such gain may be
attributable in part to the accrued tax-exempt  interest,  which, if distributed
to the shareholder as a dividend rather than as redemption proceeds,  might have
qualified as an exempt-interest dividend.

         The  Funds  may be  required  to  withhold  federal  income  tax of 31%
("backup  withholding")  of the  distributions  and the proceeds of  redemptions
payable to shareholders  who fail to provide a correct  taxpayer  identification
number or to make required  certifications,  or where a Fund or shareholder  has
been notified by the Internal Revenue Service that the shareholder is subject to
backup  withholding.  Corporate  shareholders  and  certain  other  shareholders
specified in the Code are exempt from backup withholding.  Backup withholding is
not an  additional  tax.  Any  amounts  withheld  may be  credited  against  the
shareholder's U.S. federal income tax liability.

         Further  information  relating to tax  consequences is contained in the
SAI.

         Shareholders will be notified annually by the Company as to the federal
tax status of distributions made by the Fund(s) in which they invest.  Depending
on the residence of the shareholder for tax purposes,  distributions also may be
subject  to  state  and  local  taxes,   including  withholding  taxes.  Foreign
shareholders may also be subject to special  withholding  requirements.  Special
tax treatment, including a penalty on certain pre-retirement

                                                        44

<PAGE>



distributions,  is accorded  to accounts  maintained  as IRAs.  With  respect to
Centura  North  Carolina  Tax-Free  Bond Fund,  North  Carolina law exempts from
income  taxation  dividends  received  from a  regulated  investment  company in
proportion  to  the  income  of  the  regulated   investment   company  that  is
attributable  to interest on bonds or securities  of the U.S.  government or any
agency or instrumentality  thereof or on bonds of the State of North Carolina or
any county,  municipality or political subdivision thereof.  Shareholders should
consult  their  own  tax  advisers  as to  the  federal,  state  and  local  tax
consequences   of  ownership  of  shares  of  the  Funds  in  their   particular
circumstances.

                             OTHER INFORMATION

Capitalization

         Centura Funds, Inc. was organized as a Maryland corporation on March 1,
1994 and currently consists of four separately managed portfolios.  The Board of
Directors may establish additional  portfolios in the future. The capitalization
of the Company  consists solely of six hundred million  (600,000,000)  shares of
common stock with a par value of $0.001 per share.  When  issued,  shares of the
Funds are fully paid, non-assessable and freely transferable.

         This Prospectus  relates to Class C shares of the Funds. Each Fund also
offers  Class A and Class B shares.  Class A shares are offered with a front-end
sales charge (unless waived),  and a contingent deferred sales charge is imposed
(unless  waived) on redemptions of Class B shares within five years of purchase.
Because of differences in expenses, the performance of each class will typically
be different.  Information about Class A and Class B shares may be obtained from
your sales representative or by calling the Funds at (800) 442-3688.

Voting

         Shareholders have the right to vote in the election of Directors and on
any and all matters on which,  by law or under the provisions of the Articles of
Incorporation, they may be entitled to vote. The Company is not required to hold
regular annual meetings of the Funds' shareholders and does not intend to do so.
Each Fund's  shareholders vote separately on items affecting only that Fund, and
shareholders  of each class within a Fund vote  separately on matters  affecting
only that class.

         The Articles of Incorporation provide that the holders of not less than
two-thirds of the outstanding  shares of the Company may remove a person serving
as Director  either by  declaration  in writing or at a meeting  called for such
purpose.  The  Directors  are  required  to call a meeting  for the  purpose  of
considering the removal of a person serving as Director if requested in writing

                                                        45

<PAGE>



to do so by the holders of not less than 10% of the outstanding shares of the 
Company.  See "Other Information-Voting Rights" in the SAI.

         Shares entitle their holders to one vote per share (with  proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of a
majority  of the  outstanding  shares"  of a Fund,  a class or the  Company,  as
applicable,  means the vote of the  lesser of: (1) 67% of the shares of the Fund
(a class or the Company) present at a meeting if the holders of more than 50% of
the  outstanding  shares are present in person or by proxy; or (2) more than 50%
of the outstanding shares of the Fund (a class or the Company).

Performance Information
   
      CENTURA BANK
PERFORMANCE COMPARISONS (unaudited)
<TABLE>
<CAPTION>

                           FOR CALENDAR YEAR PERIODS               FOR THE PERIODS ENDED 6/30/96
<S>                         <C>     <C>     <C>     <C>     <C>    <C>     <C>       <C>     <C>     <C>
                                                                                     3 Year  5 Year  Current
                            1991    1992    1993    1994    1995   Y-T-D   12 Months Average Average  Yield

EQUITY FUNDS:

Centura Equity Growth Fund  30.9%   16.5%   18.8%   -8.3%   35.0%    9.7%    21.7%   14.5%   15.4%    0.5%
Centura Equity Income Fund  19.5%   11.3%   13.8%   -2.6%   32.6%    8.7%    23.8%   14.5%   14.9%    2.7%
Standard & Poor's 500       30.5%    7.7%   10.0%    1.3%   37.5%   10.1%    25.9%   17.2%   15.7%    --



FIXED INCOME FUNDS:

Centura Federal Securities  12.0%    6.1%    6.9%   -1.8%   13.5%   -0.8%     4.2%    4.1%    6.3%    6.0%
Centura NC Municipal Bond
  Fund                       5.3%    5.6%    8.0%   -3.9%   12.5%   -1.1%     4.4%    3.7%    5.2%    4.3%
U.S.Treasury Bills (3-Month) 6.2%    3.9%    2.7%    4.2%    4.9%    2.3%     4.8%    4.1%    3.8%    --
Merrill Lynch Gov't U.S.
   Treasury Short-Term
   Index                    11.7%    6.3%    5.4%    0.6%   12.9%    1.4%     5.5%    4.9%    6.3%    --
Lehman Brothers 5 Year
   Municipal Index          11.4%    7.6%    8.7%   -1.3%   11.6%    0.6%     5.1%    4.7%    6.8%    --

</TABLE>

(1) The  performance  figures in this table  relate to the Class C shares of the
    Funds.  The performance of Class A and Class B would be lower due to certain
    distribution-related expenses borne by those classes.

(2) From  1/1/91 to 5/31/94  Centura  Equity  Growth  Fund and  Centura  Federal
    Securities  Income  Fund were bank  collective  trust funds  maintained  and
    managed by Centura Bank and Centura North Carolina Municipal Bond Fund was a
    private trust fund managed by Centura Bank.  From 1/1/91 to 6/30/96  Centura
    Equity Income Fund was a bank common trust fund maintained and managed by 
    Centura Bank.  The investment objectives and policies of each fund prior to
    its conversion to a registered mutual fund were substantially comparable to
    those of its successor registered mutual fund.

(3) Investment performance for the Funds during their maintenance as common, 
    collective or private trust funds has been calculated on a monthly basis 
    utilizing the Bank Administration Institute's recommended time-weighted rate
    of return method to compute the investment performance reflected in the 
    above Schedule.

    The  performance  figures assume  reinvestment of dividends and interest and
    include  the  cost of  brokerage  commissions.  The  investment  performance
    excludes  taxes an  investor  might  have  incurred  as a result of  taxable
    ordinary income and capital gains realized by the accounts.  Bank common,
    collective and private trust funds are not subject to certain expenses 
    normally incurred by a mutual fund.  Thus, the performance figures for 
    periods prior to conversion to registered funds have been adjusted, on a 
    quarterly basis, to reflect the impact of the estimated expense ratios for
    the registered funds at the time of the conversion.

(4) The bank-maintained common, collective and private trust funds were managed
    with substantially the same investment objectives and policies as the 
    registered mutual funds, but were not subject to all the same tax and 
    regulatory requirements applicable to mutual funds.  These regulatory and
    tax requirements could affect performance either positively or negatively.

(5) Each of the following indexes used in the above table is a widely recognized
    index of market  performance.  The indexes are unmanaged and thus reflect no
    management  fees. They also do not reflect the transaction  costs that would
    be incurred by an investor to acquire the included  securities.  Because the
    indexes used as Fixed Income Funds  comparisons  reflect shorter  maturities
    than the  portfolios of the Centura fixed income funds in the  illustration,
    the indexes are less volatile than the trust funds.

    Standard  & Poor's 500  Composite  Stock  Price  Index is an index of market
    activity  based on the  aggregate  performance  of a selected  portfolio  of
    publicly traded common stocks,  including monthly adjustments to reflect the
    reinvestment  of dividends.  The Index thus reflects the total return of its
    portfolio,  including changes in market prices as well as accrued investment
    income.

    Merrill Lynch Government,  U.S. Treasury Short-Term Index shows total return
    for all outstanding U.S.  Treasury  securities  maturing in from one to 2.99
    years.  Price,  coupon and total return are reported  using market  weighted
    value including accrued interest.

    Lehman Brothers  Municipal Bond Index is a total return performance index of
    approximately  21,000  municipal  bonds that meet certain  criteria.  Price,
    coupon,  and total return are reported using market weighted value including
    accrued interest.

    
<PAGE>

         When  performance  records are  developed by the Funds,  they may, from
time to time,  include  the yield and total  return for shares  (including  each
class,  as  applicable)  in   advertisements   or  reports  to  shareholders  or
prospective investors.  The methods used to calculate the yield and total return
of the Funds are mandated by the SEC. In general, the performance of the classes
of each Fund will differ due to (a)  differences  in the level of class specific
expenses,  including  service and distribution  fees and (b) the fact that total
return  figures for Class A shares will  reflect  the  deduction  of the maximum
front-end  sales charge  applicable for each Fund while the total return figures
for Class B shares  will  reflect  the  maximum  CDSC for the  particular  Fund.
Performance  figures for Class C shares will  reflect the absence of any service
and distribution  fee,  front-end sales charge or CDSC. Due to these differences
in fees and/or expenses borne by Class A, Class B and Class C shares,  yield and
total  return on Class A and Class B shares can be expected to be lower than the
yield and total return on Class C shares for the same period.

         Quotations of "yield" will be based on the investment  income per share
during a  particular  30-day  (or one month)  period  (including  dividends  and
interest),  less expenses accrued during the period ("net  investment  income"),
and will be computed by dividing  net  investment  income by the maximum  public
offering price per share (for each class,  as applicable) on the last day of the
period.

         Quotations  of yield  reflect a Fund's (and its  classes')  performance
only during the particular  period on which the calculations  are based.  Yields
will vary based on changes in market conditions, the level of interest rates and
the level of the particular Fund's expenses,  including class-specific expenses,
and no  reported  performance  figure  should be  considered  an  indication  of
performance  which may be expected in the future.  Quotations of average  annual
total return will be expressed in terms of the average annual compounded rate of
return of a

                                                        46

<PAGE>



hypothetical  investment in shares of a Fund (or class) over periods of 1, 5 and
10 years (up to the life of the Fund),  reflect the deduction of a  proportional
share of Fund and class-specific  expenses,  as applicable,  on an annual basis,
and assume that all dividends and distributions are reinvested when paid.

         Centura  North  Carolina  Tax-Free  Bond  Fund may also  advertise  its
"taxable  equivalent  yield."  Taxable  equivalent  yield is the  yield  that an
investment, subject to regular federal and North Carolina personal income taxes,
would need to earn in order to equal.  on an  after-tax  basis,  the yield on an
investment  exempt from such taxes  (normally  calculated  assuming  the maximum
combined  federal and North Carolina  marginal tax rate).  A taxable  equivalent
yield  quotation for the Fund will be higher than the yield  quotations  for the
Fund.

         The  following  table shows how to translate the yield of an investment
that is exempt from regular  federal and North  Carolina  personal  income taxes
into a taxable equivalent yield for the 1996 taxable year. The last five columns
of the table  show  approximately  how much a taxable  investment  would have to
yield in order to  generate an  after-tax  (regular  federal and North  Carolina
personal  income  taxes) yield of 4%, 5%, 6%, 7% or 8%. For  example,  the table
shows that a married  taxpayer  filing a joint  return  with  taxable  income of
$80,000  would  have to earn a yield  of  approximately  10.45%  before  regular
federal and North Carolina  personal income taxes in order to earn a yield after
such taxes of 7%.
<TABLE>
<CAPTION>
                                                            1996 Taxable Year
                            Taxable Equivalent Yield Table(1)--Federal and North Carolina personal income taxes

              Taxable Income(2)                                To Equal Hypothetical Tax-Free Yield of 4%, 5%, 6% 7% or
                                                                   8%, A Taxable Investment Would Have to Yield Approximately
<S>                     <C>                  <C>               <C>              <C>           <C>             <C>           <C>

                                              Combined
                                              Marginal
Single Return           Joint Return         Tax Rate(3)       4%               5%            6%              7%            8%
                                                               --               --            --              --            --

Up to $12,750           up to $21,250          20.10%          5.01%            6.26%         7.51%           8.76%         10.01%

$12,751 -               $21,251 -              20.95%          5.06%            6.33%         7.59%           8.86%         10.12%
$24,000                 $40,100

$24,001 -               $40,101 -              33.04%          5.97%            7.47%         8.96%           10.45%        11.95%
$58,150                 $96,901

$58,151 -               $96,901 -              35.83%          6.23%            7.79%         9.35%           10.91%        12.47%
$60,000                 $100,000

$60,001 -               $100,001 -             36.35%          6.28%            7.86%         9.43%           11.00%        12.57%
$121,300                $147,700

$121,301 -              $147,701 -             40.96%          6.78%            8.47%         10.16%          11.86%        13.55%
$263,750                $263,750

$263,751 and            $263,751 and           44.28%          7.18%            8.98%         10.77%          12.57%        14.36%
over                    over
</TABLE>



                                                        47

<PAGE>




1        This chart is presented for general information purposes
         only.  Tax equivalent yields are a useful tool in
         determining the desirability of a tax-exempt investment; tax
         equivalent yields should not be regarded as determinative of
         the of such an investment.  In addition, this chart is based
         on a number of assumptions which may not apply in your case.
         You should, therefore, consult a competent tax advisor
         regarding tax-equivalent yields in your situation.

2        Assuming the federal alternative minimum tax is not
         applicable.

3        The combined marginal rates were calculated using federal
         and North Carolina tax rate tables for the 1996 taxable
         year.  The federal tax rate tables are indexed each year to
         reflect changes in the Consumer Price Index.  The combined
         federal and North Carolina income tax marginal rates assume
         that North Carolina personal income taxes are fully
         deductible for federal income tax purposes as an itemized
         deduction.  However. the ability to deduct itemized
         deductions (including state income taxes) for federal income
         tax purposes is limited for those taxpayers whose federal
         adjusted gross income for 1996 exceeds $117,950 ($58,975 in
         the case of a married individual filing a separate return).
         In addition, for federal income tax purposes the tax benefit
         of personal exemptions is phased out for taxpayers whose
         adjusted gross incomes exceed specified thresholds (for
         1996, $117,950 in the case of single individuals and
         $176,950 in the case of married individuals filing a joint
         return).

         Performance  information  for the  Funds  may be  compared  to  various
unmanaged indices,  such as the Standard & Poor's 500 Stock Index, the Dow Jones
Industrial Average,  indices prepared by Lipper Analytical  Services,  and other
entities or organizations  which track the performance of investment  companies.
Any  performance  information  should  be  considered  in light  of each  Fund's
investment objectives and policies,  characteristics and quality of the Fund and
the  market  conditions  during  the time  period  indicated,  and should not be
considered  to be  representative  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Funds, see the SAI.

Account Services

         All  transactions  in  shares  of the  Funds  will  be  reflected  in a
statement for each shareholder.  In those cases where a Service  Organization or
its nominee is shareholder of record of shares  purchased for its customer,  the
Funds have been advised that the statement may be transmitted to the customer at
the discretion of the Service Organization.

                                                        48

<PAGE>




         Furman Selz  provides  fund  accounting  functions  for the Funds,  and
provides personnel and facilities to perform shareholder  servicing and transfer
agency-related services for the Company.

Shareholder Inquiries

         All shareholder inquiries should be directed to Centura Funds, Grand 
Central Station, P.O. Box 4490, New York, New York 10163-4490.

         General and Account Information: (800) 44CENTURA (442-3688).


                                                        49

<PAGE>



                                   APPENDIX
                          DESCRIPTION OF BOND RATINGS


Description of Moody's bond ratings:

         Excerpts  from  Moody's  description  of its bond ratings are listed as
follows:  Aaa - judged to be the best quality and they carry the smallest degree
of  investment  risk;  Aa - judged  to be of high  quality  by all  standards  -
together with the Aaa group,  they  comprise  what are  generally  known as high
grade  bonds;  A possess  many  favorable  investment  attributes  and are to be
considered  as "upper medium grade  obligations";  Baa - considered to be medium
grade obligations,  i.e., they are neither highly protected nor poorly secured -
interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable  over any  great  length  of time;  Ba - judged  to have  speculative
elements,  their future cannot be considered as well assured;  B generally  lack
characteristics  of the  desirable  investment;  Caa are of poor standing - such
issues may be in default or there may be present elements of danger with respect
to principal or interest; Ca - speculative in a high degree, often in default; C
lowest rated class of bonds, regarded as having extremely poor prospects.

         Moody's  also  supplies  numerical  indicators  1,  2 and  3 to  rating
categories.  The modifier 1 indicates  that the security is in the higher end of
its rating category;  the modifier 2 indicates a mid-range ranking; and modifier
3 indicates a ranking toward the lower end of the category.

Description of S&P's bond ratings:

         Excerpts  from  S&P's  description  of its bond  ratings  are listed as
follows: AAA - highest grade obligations,  in which capacity to pay interest and
repay  principal is  extremely  strong;  AA - has a very strong  capacity to pay
interest  and repay  principal,  and  differs  from AAA  issues  only in a small
degree; A - has a strong capacity to pay interest and repay principal,  although
they are  somewhat  more  susceptible  to the  adverse  effects  of  changes  in
circumstances and economic conditions the debt in higher rated categories; BBB -
regarded as having an adequate  capacity to pay  interest  and repay  principal;
whereas it normally exhibits adequate  protection  parameters,  adverse economic
conditions  or  changing  circumstances  are more  likely to lead to a  weakened
capacity to pay interest and repay  principal  for debt in this category than in
higher rated categories. This group is the lowest which qualifies for commercial
bank investment.  BB, B, CCC, CC, C - predominantly  speculative with respect to
capacity to pay interest and repay  principal  in  accordance  with terms of the
obligations; BB indicates the

                                                        50

<PAGE>



highest grade and C the lowest within the  speculative  rating  categories.  D -
interest or principal payments are in default.

         S&P  applies  indicators  "+,"  no  character,  and  "-" to its  rating
categories.  The  indicators  show  relative  standing  within the major  rating
categories.

         Description of Moody's ratings of short-term municipal obligations:

         Moody's ratings for state and municipal short-term  obligations will be
designated   Moody's  Investment  Grade  or  NHG.  Such  ratings  recognize  the
differences between short-term credit and long-term risk.  Short-term ratings on
issues  with  demand   features   (variable   rate   demand   obligations)   are
differentiated by the use of the VMIG symbol to reflect such  characteristics as
payment  upon  periodic  demand  rather than fixed  maturity  dates and payments
relying on external liquidity. Ratings categories for securities in these groups
are as follows:  MIG 1/VMIG 1 - denotes best  quality,  there is present  strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based  access to the market  for  refinancing;  MIG 2/VMIG 2 denotes  high
quality,  margins  of  protection  are  ample  although  not as  large as in the
preceding group; MIG 3/VMIG 3 - denotes high quality,  all security elements are
accounted  for but there is lacking the  undeniable  strength  of the  preceding
grades; MIG 4/VMIG 4 - denotes adequate quality, protection commonly regarded as
required of an investment security is present,  but there is specific risk; SQ -
denotes  speculative  quality,  instruments  in this  category  lack  margins of
protection.

Description of Moody's commercial paper ratings:

         Excerpts from Moody's  commercial  paper ratings are listed as follows:
Prime - 1 - issuers (or  supporting  institutions)  have a superior  ability for
repayment of senior short-term promissory  obligations;  Prime - 2 - issuers (or
supporting   institutions)  have  a  strong  ability  for  repayment  of  senior
short-term  promissory   obligations;   Prime  -  3  -  issuers  (or  supporting
institutions)  have an  acceptable  ability for  repayment of senior  short-term
promissory obligations;  Not Prime - issuers do not fall within any of the Prime
categories.

Description of S&P's ratings for corporate and municipal bonds:

         Investment  grade ratings:  AAA - the highest  rating  assigned by S&P,
capacity to pay interest and repay  principal  is extremely  strong;  AA - has a
very strong  capacity to pay interest and repay  principal  and differs from the
highest  rated  issues only in a small  degree;  A - has strong  capacity to pay
interest and repay  principal  although it is somewhat more  susceptible  to the
adverse effects of changes in circumstances and economic conditions than

                                                        51

<PAGE>



debt in higher rated  categories;  BBB - regarded as having an adequate capacity
to pay  interest  and repay  principal - whereas it normally  exhibits  adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened  capacity to pay interest and repay  principal
for debt in this category than in higher rated categories.

         Speculative  grade  ratings:  BB, B, CCC,  CC, C - debt  rated in these
categories is regarded as having predominantly speculative  characteristics with
respect to capacity to pay interest  and repay  principal - while such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse  conditions;  CI reserved
for income bonds on which no interest is being paid;  D in default,  and payment
of interest and/or repayment of principal is in arrears. Plus (+) or Minus (-) -
the  ratings  from "AA" to "CCC' may be  modified  by the  addition of a plus or
minus  sign to show  relative  standing  within  the  major  rating  categories.
Description of S&P's rating for municipal notes and short-term  municipal demand
obligations:

         Rating  categories  are as follows:  SP-1 - has a very strong or strong
capacity to pay  principal  and  interest  those  issues  determined  to possess
overwhelming safety characteristics will be given a plus (+) designation; SP-2 -
has a  satisfactory  capacity  to pay  principal  and  interest;  SP-3 -  issues
carrying  this  designation  have a  speculative  capacity to pay  principal and
interest.

Description of S&P's ratings for short-term  corporate  demand  obligations  and
commercial paper:

         An  S&P  commercial  paper  rating  is  a  current  assessment  of  the
likelihood  of timely  repayment of debt having an original  maturity of no more
than 365 days.  Excerpts from S&P's  description of its commercial paper ratings
are listed as follows:  A-1 - the degree of safety  regarding  timely payment is
strong  -  those  issues   determined   to  possess   extremely   strong  safety
characteristics will be denoted with a plus (+) designation;  A-2 - capacity for
timely payment is satisfactory  however, the relative degree of safety is not as
high as for issues  designated  "A-1;" A-3 - has  adequate  capacity  for timely
payment -  however,  is more  vulnerable  to the  adverse  effects of changes in
circumstances than obligations carrying the higher designations; B - regarded as
having only speculative capacity for timely payment; C - a doubtful capacity for
payment;  D - in payment default - the "D" rating category is used when interest
payments  or  principal  payments  are not  made on the  date  due,  even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace period.


                                                        52

<PAGE>


                                Address for:

                        General Shareholder Inquiries
                             Centura Funds, Inc.
                                P.O. Box 4490
                            Grand Central Station
                        New York, New York 10163-4490

                      Investment Adviser and Custodian
                                Centura Bank
                           131 North Church Street
                      Rocky Mount, North Carolina 27802

                          Administrator and Sponsor
                               Furman Selz LLC
                               230 Park Avenue
                          New York, New York 10169

                                 Distributor
                       Centura Funds Distributor, Inc.
                               230 Park Avenue
                          New York, New York 10169

                                   Counsel
                           Dechert Price & Rhoads
                             1500 K Street, N.W.
                           Washington, D.C. 20005

                           Independent Accountants
                           McGladrey & Pullen, LLP
                              555 Fifth Avenue
                             New York, NY 10017




                                                        53

<PAGE>

                               CENTURA FUNDS, INC.
                                 (the "Company")
                                 237 Park Avenue
                            New York, New York 10017
                 General and Account Information: (800) 442-3688
        ---------------------------------------------------------------

                                  Centura Bank
                               Investment Adviser

                                Furman Selz LLC -
                            Administrator and Sponsor

                        Centura Funds Distributor, Inc. -
                                   Distributor

                       STATEMENT OF ADDITIONAL INFORMATION
                        Class A Shares and Class B Shares

         This  Statement of Additional  Information  ("SAI")  describes the four
funds (the "Funds") advised by Centura Bank (the "Adviser"). The Funds are:

                  -        Centura Equity Growth Fund
                  -        Centura Equity Income Fund
                  -        Centura Federal Securities Income Fund
                  -        Centura North Carolina Tax-Free Bond Fund

         Each Fund has distinct  investment  objectives and policies.  Shares of
the Funds are sold to the public by the Distributor as an investment vehicle for
individuals, institutions,  corporations and fiduciaries, including customers of
the Adviser or its affiliates.

         The Company is offering an indefinite number of shares of each class of
each Fund.  In  addition  to Class A shares  and Class B shares,  each Fund also
offers Class C shares, available only to accounts managed by the Adviser's Trust
Department,  and non-profit  institutions with a minimum investment in the Funds
of at  least  $100,000.  Class  C  shares  have no  front-end  sales  charge  or
contingent deferred sales charge. See "Other Information  Capitalization" in the
prospectus.
   
         This SAI is not a prospectus  and is authorized for  distribution  only
when preceded or  accompanied  by the  prospectus for the Funds dated August 28,
1996  (the  "Prospectus").  This  SAI  contains  additional  and  more  detailed
information  than  that  set  forth  in the  Prospectus  and  should  be read in
conjunction  with the Prospectus.  The Prospectus may be obtained without charge
by writing or calling the Funds at the address and  information  numbers printed
above.

August 28, 1996
    

<PAGE>



                                TABLE OF CONTENTS
                                                                         Page


INVESTMENT POLICIES.......................................................  1
         Bank Obligations (All Funds).....................................  1
         Commercial Paper (All Funds).....................................  1
         Convertible Securities ..........................................  1
         Corporate Debt Securities........................................  1
         Repurchase Agreements............................................  2
         Variable and Floating Rate Demand and Master Demand
         Notes............................................................  2
         Loans of Portfolio Securities....................................  3
         Foreign Securities...............................................  3
         Forward Foreign Currency Exchange Contracts......................  4
         Interest Rate Futures Contracts..................................  4
         Stock Index Futures Contracts....................................  5
         Option Writing and Purchasing....................................  6
         Options on Futures Contracts.....................................  8
         Risks of Futures and Options Investments (All Funds).............  9
         Limitations on Futures Contracts and Options on Futures
         Contracts (All Funds)............................................  9
         North Carolina Municipal Obligations.............................  9
         Municipal Lease Obligations...................................... 10
         Securities of Other Investment Companies......................... 10

INVESTMENT RESTRICTIONS................................................... 11

MANAGEMENT................................................................ 15
         Directors and Officers........................................... 15
         Distribution of Fund Shares...................................... 20
         Administrative Services.......................................... 22
         Service Organizations............................................ 23

DETERMINATION OF NET ASSET VALUE.......................................... 24

PORTFOLIO TRANSACTIONS.................................................... 25
         Portfolio Turnover............................................... 26

TAXATION.................................................................. 27
         Centura North Carolina Tax-Free Bond Fund........................ 34

OTHER INFORMATION......................................................... 36
         Capitalization................................................... 36
         Voting Rights.................................................... 36
         Custodian, Transfer Agent and Dividend Disbursing
         Agent............................................................ 37
         Independent Accountants.......................................... 40
         Counsel.......................................................... 40
         Registration Statement........................................... 40




                                            - i -

<PAGE>



                               INVESTMENT POLICIES

         The Prospectus discusses the investment objectives of the Funds and the
policies to be employed  to achieve  those  objectives.  This  section  contains
supplemental  information  concerning  certain  types of  securities  and  other
instruments in which the Funds may invest, the investment policies and portfolio
strategies  that the Funds may  utilize,  and certain  risks  attendant  to such
investments, policies and strategies.

         Bank  Obligations (All Funds).  These  obligations  include  negotiable
certificates of deposit and bankers' acceptances. A description of the banks the
obligations of which the Funds may purchase are set forth in the  Prospectus.  A
certificate of deposit is a short-term,  interest-bearing negotiable certificate
issued by a  commercial  bank  against  funds  deposited in the bank. A bankers'
acceptance  is a  short-term  draft  drawn on a  commercial  bank by a borrower,
usually in connection with an international commercial transaction. The borrower
is liable for payment as is the bank,  which  unconditionally  guarantees to pay
the draft at its face amount on the maturity date.

         Commercial  Paper (All Funds).  Commercial  paper  includes  short-term
unsecured promissory notes,  variable rate demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies, corporations
and financial  institutions and similar taxable instruments issued by government
agencies and  instrumentalities.  All commercial  paper purchased by a Fund must
meet the minimum rating criteria for that Fund.

         Convertible  Securities  (Centura Equity Growth Fund and Centura Equity
Income Fund).  Convertible  securities give the holder the right to exchange the
security for a specific number of shares of common stock. Convertible securities
include convertible  preferred stocks,  convertible bonds, notes and debentures,
and other securities.  Convertible securities typically involve less credit risk
than common stock of the same issuer because convertible securities are "senior"
to common stock -- i.e.,  they have a prior claim  against the issuer's  assets.
Convertible   securities   generally  pay  lower   dividends  or  interest  than
non-convertible  securities of similar quality. They may also reflect changes in
the value of the underlying common stock.

         Corporate  Debt  Securities  (All  Funds).  Fund  investments  in these
securities  are  limited  to  corporate  debt   securities   (corporate   bonds,
debentures,  notes and similar corporate debt instruments) which meet the rating
criteria established for each Fund.

         After  purchase  by a Fund,  a  security  may  cease to be rated or its
rating may be reduced  below the  minimum  required  for  purchase  by the Fund.
Neither  event will require a sale of such  security by the Fund.  However,  the
Adviser will consider such


<PAGE>



event in its  determination  of whether  the Fund  should  continue  to hold the
security.  To the extent the ratings given by Moody's  Investors  Service,  Inc.
("Moody's"),  Standard & Poor's Corporation ("S&P") or another rating agency may
change as a result of changes in such organizations or their rating systems, the
Funds will attempt to use  comparable  ratings as standards for  investments  in
accordance with the investment  policies contained in the Prospectus and in this
SAI.

         Repurchase  Agreements (All Funds).  The Funds may invest in securities
subject  to  repurchase  agreements  with  U.S.  banks or  broker-dealers.  Such
agreements  may be  considered  to be loans by the  Funds  for  purposes  of the
Investment  Company  Act of 1940,  as amended  (the "1940  Act").  A  repurchase
agreement is a transaction  in which the seller of a security  commits itself at
the time of the sale to  repurchase  that  security from the buyer at a mutually
agreed-upon  time and  price.  The  repurchase  price  exceeds  the sale  price,
reflecting an agreed-upon  interest rate effective for the period the buyer owns
the security  subject to repurchase.  The  agreed-upon  rate is unrelated to the
interest  rate on that  security.  The  Adviser  will  monitor  the value of the
underlying security at the time the transaction is entered into and at all times
during  the term of the  repurchase  agreement  to insure  that the value of the
security always equals or exceeds the repurchase  price. In the event of default
by the seller under the  repurchase  agreement,  the Funds may have  problems in
exercising  their rights to the  underlying  securities  and may incur costs and
experience time delays in connection with the disposition of such securities.

         Variable and Floating  Rate Demand and Master Demand Notes (All Funds).
The Funds may,  from time to time,  buy  variable  rate demand  notes  issued by
corporations,  bank holding  companies  and financial  institutions  and similar
taxable  and   tax-exempt   instruments   issued  by  government   agencies  and
instrumentalities.  These  securities will typically have a maturity in the 5 to
20 year range but carry with them the right of the holder to put the  securities
to a remarketing agent or other entity on short notice,  typically seven days or
less.  The  obligation of the issuer of the put to repurchase  the securities is
backed  up by a letter  of credit  or other  obligation  issued  by a  financial
institution.  The  purchase  price is  ordinarily  par plus  accrued  and unpaid
interest.  Ordinarily, the remarketing agent will adjust the interest rate every
seven days (or at other  intervals  corresponding  to the notice  period for the
put),  in  order  to  maintain  the  interest  rate at the  prevailing  rate for
securities with a seven-day maturity.

         The Funds may also buy variable rate master demand notes.  The terms of
these obligations permit the investment of



                                      - 2 -

<PAGE>



fluctuating amounts by the Funds at varying rates of interest pursuant to direct
arrangements  between a Fund, as lender,  and the borrower.  They permit weekly,
and in some instances,  daily,  changes in the amounts borrowed.  The Funds have
the  right to  increase  the  amount  under  the note at any time up to the full
amount  provided  by the note  agreement,  or to decrease  the  amount,  and the
borrower may prepay up to the full amount of the note without penalty. The notes
may or may not be backed by bank letters of credit. Because the notes are direct
lending  arrangements  between the lender and the borrower,  it is not generally
contemplated  that they will be  traded,  and there is no  secondary  market for
them,  although  they are  redeemable  (and thus,  immediately  repayable by the
borrower) at principal  amount,  plus accrued  interest,  at any time. The Funds
have no limitations on the type of issuer from whom the notes will be purchased.
However,  in connection with such purchase and on an ongoing basis,  the Adviser
will consider the earning  power,  cash flow and other  liquidity  ratios of the
issuer,  and its ability to pay  principal  and interest on demand,  including a
situation in which all holders of such notes make demand  simultaneously.  While
master demand notes, as such, are not typically rated by credit rating agencies,
if not so rated, the Funds may, under their minimum rating standards,  invest in
them only if at the time of an  investment  the issuer  meets the  criteria  set
forth in the Prospectus for other comparable debt obligations.

         Loans of Portfolio  Securities  (All  Funds).  The Funds may lend their
portfolio securities to brokers,  dealers and financial institutions,  provided:
(1) the loan is secured continuously by collateral consisting of U.S. Government
securities  or cash or letters of credit  maintained  on a daily  mark-to-market
basis in an amount at least equal to the current  market value of the securities
loaned; (2) the Funds may at any time call the loan and obtain the return of the
securities  loaned  within five  business  days;  (3) the Funds will receive any
interest  or  dividends  paid on the loaned  securities;  and (4) the  aggregate
market  value of  securities  loaned will not at any time exceed 5% of the total
assets of a particular Fund.

         The Funds will earn income for lending  their  securities  because cash
collateral  pursuant to these loans will be invested in short-term  money market
instruments. In connection with lending securities, the Funds may pay reasonable
finders,  administrative  and custodial fees. Loans of securities involve a risk
that the  borrower  may fail to return  the  securities  or may fail to  provide
additional collateral.

         Foreign Securities (Centura Equity Growth Fund and Centura Equity 
Income Fund).  As described in the Prospectus, changes in



                                      - 3 -

<PAGE>



foreign exchange rates will affect the value of securities denominated or quoted
in currencies other than the U.S. dollar.

         Since  Centura  Equity  Growth Fund and Centura  Equity Income Fund may
invest in securities  denominated in currencies other than the U.S. dollar,  and
since those  Funds may  temporarily  hold funds in bank  deposits or other money
market investments denominated in foreign currencies,  the Funds may be affected
favorably  or  unfavorably  by exchange  control  regulations  or changes in the
exchange  rate  between  such  currencies  and the  dollar.  Changes  in foreign
currency  exchange  rates  will  influence  values of  securities  in the Funds'
portfolios, from the perspective of U.S. investors.  Changes in foreign currency
exchange rates may also affect the value of dividends and interest earned, gains
and losses  realized on the sale of securities,  and net  investment  income and
gains,  if any, to be  distributed  to  shareholders  by the Funds.  The rate of
exchange  between the U.S.  dollar and other  currencies  is  determined  by the
forces of supply and demand in the foreign  exchange  markets.  These forces are
affected  by the  international  balance  of  payments  and other  economic  and
financial conditions, government intervention, speculation and other factors.

         Forward Foreign Currency Exchange Contracts (Centura Equity Growth Fund
and Centura  Equity Income Fund).  Centura Equity Growth Fund and Centura Equity
Income Fund may enter into forward foreign currency exchange  contracts in order
to protect against  uncertainty in the level of future foreign exchange rates. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties,  at a price set at the
time of the contract.  These contracts are entered into in the interbank  market
conducted  between currency  traders (usually large commercial  banks) and their
customers.  Forward foreign currency exchange contracts may be bought or sold to
protect the Funds against a possible loss  resulting  from an adverse  change in
the  relationship  between foreign  currencies and the U.S.  dollar,  or between
foreign currencies. Although such contracts are intended to minimize the risk of
loss due to a decline  in the value of the  hedged  currency,  at the same time,
they tend to limit any  potential  gain which might  result  should the value of
such currency increase.

         Interest Rate Futures  Contracts  (Centura Equity Income Fund,  Centura
Federal  Securities  Income Fund and Centura North Carolina Tax-Free Bond Fund).
These Funds may purchase and sell  interest  rate  futures  contracts  ("futures
contracts") as a hedge against changes in interest rates. A futures  contract is
an agreement between two parties to buy and sell a security for a set price on



                                      - 4 -

<PAGE>



a future date.  Futures contracts are traded on designated  "contracts  markets"
which,  through  their  clearing  corporations,  guarantee  performance  of  the
contracts.  Currently,  there are futures  contracts based on securities such as
long-term U.S.  Treasury bonds,  U.S.  Treasury  notes,  GNMA  Certificates  and
three-month  U.S.  Treasury bills. For municipal  securities,  there is the Bond
Buyer Municipal Bond Index.

         Generally,  if market interest rates increase, the value of outstanding
debt securities declines (and vice versa).  Entering into a futures contract for
the sale of securities  has an effect  similar to the actual sale of securities,
although  sale of the futures  contract  might be  accomplished  more easily and
quickly.  For example, if a Fund holds long-term U.S. Government  securities and
the Adviser  anticipates a rise in long-term  interest rates, the Fund could, in
lieu of disposing of its portfolio securities,  enter into futures contracts for
the sale of similar  long-term  securities.  If rates increased and the value of
the  Fund's  portfolio  securities  declined,  the value of the  Fund's  futures
contracts  would increase,  thereby  protecting the Fund by preventing net asset
value from  declining as much as it otherwise  would have.  Similarly,  entering
into futures  contracts for the purchase of securities  has an effect similar to
actual purchase of the underlying securities,  but permits the continued holding
of securities other than the underlying securities.  For example, if the Adviser
expects long-term  interest rates to decline,  the Fund might enter into futures
contracts for the purchase of long-term securities,  so that it could gain rapid
market exposure that may offset anticipated  increases in the cost of securities
it intends to purchase,  while  continuing  to hold  higher-yielding  short-term
securities or waiting for the long-term market to stabilize.

         Stock Index Futures  Contracts  (Centura Equity Growth Fund and Centura
Equity Income Fund). These Funds may enter into stock index futures contracts in
order to protect  the value of their  common  stock  investments.  A stock index
futures  contract is an  agreement  in which one party  agrees to deliver to the
other an amount of cash equal to a specific  dollar amount times the  difference
between the value of a specific stock index at the close of the last trading day
of the contract and the price at which the  agreement is made.  As the aggregate
market  value of the  stocks in the index  changes,  the value of the index also
will  change.  In the event that the index  level rises above the level at which
the stock index futures contract was sold, the seller of the stock index futures
contract will realize a loss  determined by the difference  between the purchase
level and the index level at the time of  expiration  of the stock index futures
contract, and the purchaser will realize a gain in that amount. In the event the
index level falls below the level at which the stock



                                      - 5 -

<PAGE>



index futures  contract was sold, the seller will recognize a gain determined by
the difference between the two index levels at the expiration of the stock index
futures  contract,  and the purchaser  will realize a loss.  Stock index futures
contracts expire on a fixed date, currently one to seven months from the date of
the contract, and are settled upon expiration of the contract.

         Centura  Equity Growth Fund and Centura Equity Income Fund will utilize
stock index futures  contracts only for the purpose of attempting to protect the
value of their common stock portfolios in the event of a decline in stock prices
and, therefore,  usually will be sellers of stock index futures contracts.  This
risk  management  strategy  is an  alternative  to  selling  securities  in  the
portfolio and investing in money market  instruments.  Also, stock index futures
contracts  may be  purchased  to protect a Fund against an increase in prices of
stocks which that Fund intends to purchase.  If the Fund is unable to invest its
cash  (or cash  equivalents)  in stock in an  orderly  fashion,  the Fund  could
purchase a stock index futures contract which may be used to offset any increase
in the price of the stock.  However,  it is possible that the market may decline
instead,  resulting in a loss on the stock index futures  contract.  If the Fund
then  concludes  not to  invest  in stock at that  time,  or if the price of the
securities to be purchased remains constant or increases,  the Fund will realize
a loss on the stock index futures  contract that is not offset by a reduction in
the price of securities purchased.  These Funds also may buy or sell stock index
futures contracts to close out existing futures positions.

         Option Writing and Purchasing  (All Funds).  A Fund may write (or sell)
put and call options on the  securities  that the Fund is  authorized  to buy or
already holds in its portfolio. These option contracts may be listed for trading
on a national  securities exchange or traded  over-the-counter.  A Fund may also
purchase put and call options.  A Fund will not write covered calls on more than
25% of its portfolio, and a Fund will not write covered calls with strike prices
lower than the underlying  securities'  cost basis on more than 25% of its total
portfolio.  A Fund may not  invest  more than 5% of its  total  assets in option
purchases.

         A call option gives the  purchaser the right to buy, and the writer the
obligation  to sell,  the  underlying  security at the agreed upon  exercise (or
"strike")  price during the option period.  A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying  security at
the strike price during the option period.  Purchasers of options pay an amount,
known as a premium,  to the option  writer in  exchange  for the right under the
option contract.



                                      - 6 -

<PAGE>




         A Fund may sell  "covered"  put and call  options as a means of hedging
the price risk of securities in the Fund's portfolio.  The sale of a call option
against an amount of cash equal to the put's potential  liability  constitutes a
"covered put." When a Fund sells an option, if the underlying  securities do not
increase  (in the  case of a call  option)  or  decrease  (in the  case of a put
option) to a price level that would make the  exercise of the option  profitable
to the holder of the option,  the option will  generally  expire  without  being
exercised  and the Fund will realize as profit the premium paid for such option.
When a call option of which a Fund is the writer is exercised, the option holder
purchases  the  underlying  security  at the strike  price and the Fund does not
participate  in any  increase in the price of such  securities  above the strike
price.  When a put option of which a Fund is the writer is  exercised,  the Fund
will be required to purchase  the  underlying  securities  at the strike  price,
which may be in excess of the  market  value of such  securities.  At the time a
Fund  writes a put option or a call option on a security it does not hold in its
portfolio  in the  amount  required  under the  option,  it will  establish  and
maintain a segregated account with its custodian consisting solely of cash, U.S.
Government  securities and other liquid high grade debt obligations equal to its
liability under the option.

         Over-the-counter  options ("OTC options")  differ from  exchange-traded
options in several respects.  They are transacted  directly with dealers and not
with a  clearing  corporation,  and  there is a risk of  non-performance  by the
dealer.  OTC options are available for a greater variety of securities and for a
wider  range of  expiration  dates  and  exercise  prices  than  exchange-traded
options. Because OTC options are not traded on an exchange,  pricing is normally
done by reference to  information  from a market  marker.  This  information  is
carefully  monitored  by the Adviser  and  verified in  appropriate  cases.  OTC
options transactions will be made by a Fund only with recognized U.S. Government
securities  dealers.  OTC  options  are  subject  to the  Funds'  15%  limit  on
investments  in  securities  which are illiquid or not readily  marketable  (see
"Investment Restrictions"), provided that OTC option transactions by a Fund with
a primary U.S. Government securities dealer which has given the Fund an absolute
right to repurchase  according to a "repurchase  formula" will not be subject to
such 15% limit.

         It may be a Fund's policy,  in order to avoid the exercise of an option
sold by it, to cancel its obligation under the option by entering into a closing
purchase transaction,  if available, unless it is determined to be in the Fund's
interest to sell (in the case of a call option) or to purchase (in the case of a
put option) the underlying  securities.  A closing purchase transaction consists
of a Fund purchasing an option having the



                                      - 7 -

<PAGE>



same terms as the option sold by the Fund and has the effect of  cancelling  the
Fund's  position as a seller.  The premium  which a Fund will pay in executing a
closing  purchase  transaction may be higher than the premium  received when the
option  was  sold,  depending  in  large  part  upon the  relative  price of the
underlying security at the time of each transaction.  To the extent options sold
by a Fund are exercised and the Fund either delivers portfolio securities to the
holder of a call option or liquidates securities in its portfolio as a source of
funds to purchase securities put to the Fund, the Fund's portfolio turnover rate
may increase, resulting in a possible increase in short-term capital gains and a
possible decrease in long-term capital gains.

         Options on Futures Contracts (All Funds). A Fund may purchase and write
put and call options on futures  contracts that are traded on a U.S. exchange or
board of trade and enter into related  closing  transactions  to attempt to gain
additional  protection against the effects of interest rate,  currency or equity
market  fluctuations.  There can be no assurance that such closing  transactions
will be available at all times.  In return for the premium paid,  such an option
gives the purchaser the right to assume a position in a futures  contract at any
time during the option period for a specified exercise price.

         A Fund may  purchase  put options on futures  contracts in lieu of, and
for the same  purpose as, the sale of a futures  contract.  It also may purchase
such put  options in order to hedge a long  position in the  underlying  futures
contract.

         The purchase of call options on futures  contracts is intended to serve
the same  purpose as the actual  purchase of the futures  contracts.  A Fund may
purchase call options on futures  contracts in  anticipation of a market advance
when it is not fully invested.

         A Fund may write a call option on a futures  contract in order to hedge
against a decline in the prices of the index or debt  securities  underlying the
futures  contracts.  If the price of the futures contract at expiration is below
the  exercise  price,  the Fund would  retain the option  premium,  which  would
offset, in part, any decline in the value of its portfolio securities.

         The  writing  of a put option on a futures  contract  is similar to the
purchase of the futures contracts, except that, if market price declines, a Fund
would pay more than the  market  price for the  underlying  securities  or index
units.  The net cost to that Fund  would be  reduced,  however,  by the  premium
received on the sale of the put, less any transactions costs.




                                      - 8 -

<PAGE>



         Risks of Futures and Options Investments (All Funds). A Fund will incur
brokerage fees in connection with its futures and options  transactions,  and it
will be  required  to  segregate  funds for the  benefit of brokers as margin to
guarantee performance of its futures and options contracts.  In addition,  while
such contracts  will be entered into to reduce  certain risks,  trading in these
contracts  entails certain other risks.  Thus, while a Fund may benefit from the
use of futures contracts and related options,  unanticipated changes in interest
rates may result in a poorer  overall  performance  for that Fund than if it had
not entered into any such contracts. Additionally, the skills required to invest
successfully in futures and options may differ from skills required for managing
other assets in the Fund's portfolio.

         Limitations on Futures  Contracts and Options on Futures Contracts (All
Funds).  Each Fund will use financial futures contracts and related options only
for  "bona  fide  hedging"  purposes,  as such  term is  defined  in  applicable
regulations of the CFTC, or, with respect to positions in financial  futures and
related options that do not qualify as "bona fide hedging" positions, will enter
such  non-hedging  positions  only to the extent that  aggregate  initial margin
deposits plus premiums paid by it for open futures  option  positions,  less the
amount by which any such  positions are  "in-the-money,"  would not exceed 5% of
the Fund's total assets.  Futures contracts and related put options written by a
Fund will be offset by assets held in a segregated  custodial account sufficient
to satisfy the Fund's obligations under such contracts and options.

         North Carolina Municipal  Obligations  (Centura North Carolina Tax-Free
Bond Fund). The ability of this Fund to achieve its investment objective depends
on the ability of issuers of North Carolina Municipal  Obligations to meet their
continuing obligations for the payment of principal and interest.

         North Carolina Municipal  Obligations are debt securities issued by the
state  of  North  Carolina,  its  political  subdivisions,  and  the  districts,
authorities,  agencies  and  instrumentalities  of the state  and its  political
subdivisions,  the  interest on which is exempt from  regular  federal and North
Carolina income taxes.

         North Carolina  municipal bonds are issued for various public purposes,
including the construction of housing,  pollution abatement  facilities,  health
care and prison facilities, and educational facilities.

         Unlike  other  types  of   investments,   municipal   securities   have
traditionally not been subject to registration with, or other



                                      - 9 -

<PAGE>



regulation by, the Securities and Exchange  Commission ("SEC").  However,  there
have been proposals which could lead to future  regulations of these  securities
by the SEC.

         Municipal  Lease  Obligations  (Centura  North  Carolina  Tax-Free Bond
Fund).  Municipal  lease  obligations  are  municipal  securities  that  may  be
supported by a lease or an  installment  purchase  contract  issued by state and
local  government  authorities  to  acquire  funds to  obtain  the use of a wide
variety  of  equipment  and  facilities  such as fire and  sanitation  vehicles,
computer  equipment and other capital assets.  These  obligations,  which may be
secured or unsecured,  are not general  obligations  and have evolved to make it
possible  for state  and  local  government  authorities  to  obtain  the use of
property and equipment without meeting constitutional and statutory requirements
for the issuance of debt. Thus,  municipal lease  obligations have special risks
not normally  associated  with municipal  bonds.  These  obligations  frequently
contain "non-appropriation" clauses that provide that the governmental issuer of
the  obligation  has no  obligation to make future  payments  under the lease or
contract unless money is appropriated  for such purposes by the legislative body
on a yearly or other  periodic  basis.  In addition  to the  "non-appropriation"
risk,  many  municipal  lease  obligations  have not yet  developed the depth of
marketability   associated  with  municipal   bonds;   moreover,   although  the
obligations  may be secured  by the leased  equipment,  the  disposition  of the
equipment in the event of foreclosure  might prove difficult.  In order to limit
certain of these risks,  the Fund will limit its  investments in municipal lease
obligations  that are illiquid,  together with all other illiquid  securities in
its  portfolio,  to not more than 15% of its assets.  The liquidity of municipal
lease  obligations  purchased  by  the  Fund  will  be  determined  pursuant  to
guidelines approved by the Board of Directors. Factors considered in making such
determinations  may  include;  the  frequency  of  trades  and  quotes  for  the
obligation;  the number of dealers  willing to purchase or sell the security and
the number of other potential buyers; the willingness of dealers to undertake to
make a market;  the obligation's  rating;  and, if the security is unrated,  the
factors generally considered by a rating agency.

         Securities of Other  Investment  Companies  (All Funds).  Each Fund may
invest in securities  issued by the other  investment  companies.  Each of these
Funds  currently  intends  to  limit  its  investments  so that,  as  determined
immediately  after a  securities  purchase is made:  (a) not more than 5% of the
value  of its  total  assets  will  be  invested  in the  securities  of any one
investment company;  (b) not more than 10% of the value of its total assets will
be invested in the aggregate in  securities of investment  companies as a group;
(c) not more  than 3% of the  outstanding  voting  stock  of any one  investment
company will be owned by any



                                     - 10 -

<PAGE>



of the Funds;  and (d) not more than 10% of the outstanding  voting stock of any
one  investment  company  will be  owned in the  aggregate  by the  Funds.  As a
shareholder of another  investment  company, a Fund would bear, along with other
shareholders,  its pro  rata  portion  of  that  company's  expenses,  including
advisory  fees.  These  expenses  would be in addition to the advisory and other
expenses  that the Fund bears  directly in connection  with its own  operations.
Investment  companies  in which a Fund  may  invest  may also  impose a sales or
distribution  charge in  connection  with the  purchase or  redemption  of their
shares and other types of commissions  or charges.  Such charges will be payable
by the Funds and, therefore, will be borne indirectly by Shareholders.

                             INVESTMENT RESTRICTIONS

         The following  restrictions are fundamental  policies of each Fund, and
except as otherwise indicated, may not be changed with respect to a Fund without
the approval of a majority of the  outstanding  voting  securities  of that Fund
which, as defined in the Investment  Company Act of 1940 ("1940 Act"), means the
lesser of (1) 67% of the shares of such Fund present at a meeting if the holders
of more than 50% of the outstanding shares of such Fund are present in person or
by proxy, or (2) more than 50% of the outstanding voting shares of such Fund.

         Each Fund, except as indicated, may not:

                  (1) with  respect to 75% of its total  assets,  purchase  more
         than 10% of the voting securities of any one issuer or invest more than
         5% of the value of such assets in the  securities or instruments of any
         one issuer,  except  securities or instruments  issued or guaranteed by
         the U.S. Government, its agencies or instrumentalities;

                  (2) Borrow  money  except that a Fund may borrow from banks up
         to 10% of the current  value of its total net assets for  temporary  or
         emergency  purposes;  a Fund will make no purchases if its  outstanding
         borrowings exceed 5% of its total assets;

                  (3) Invest in real estate,  provided that a Fund may invest in
         readily marketable securities (except limited partnership interests) of
         issuers that deal in real estate and securities  secured by real estate
         or interests  therein and a Fund may hold and sell real estate (a) used
         principally  for its own office  space or (b) acquired as a result of a
         Fund's ownership of securities;




                                     - 11 -

<PAGE>



                  (4) Engage in the business of underwriting securities of other
         issuers,  except to the extent that the purchase of securities directly
         from the issuer  (either  alone or as one of a group of bidders) or the
         disposal  of an  investment  position  may  technically  cause it to be
         considered an  underwriter as that term is defined under the Securities
         Act of 1933;

                  (5) Make loans,  except that a Fund may (a) lend its portfolio
         securities,  (b) enter into repurchase  agreements and (c) purchase the
         types of debt instruments described in the Prospectus or the SAI;

                  (6) Purchase  securities or instruments  which would cause 25%
         or more of the market  value of the Fund's  total assets at the time of
         such  purchase to be invested in securities  or  instruments  of one or
         more issuers  having their  principal  business  activities in the same
         industry,  provided that there is no limit with respect to  investments
         in the U.S. Government, its agencies and instrumentalities;

                  (7) Issue any  senior  securities,  except as  appropriate  to
         evidence indebtedness which it is permitted to incur, and provided that
         collateral  arrangements  with  respect to forward  contracts,  futures
         contracts  or options,  including  deposits  of initial  and  variation
         margin,  are not considered to be the issuance of a senior security for
         purposes of this restriction; or

                  (8) Purchase or sell commodity contracts, except that the Fund
         may  invest  in  futures  contracts  and in  options  related  to  such
         contracts (for purposes of this  restriction,  forward foreign currency
         exchange contracts are not deemed to be commodities).

         For restriction number 1, above, with respect to Centura North Carolina
Tax-Free  Bond  Fund,  the  state of North  Carolina  and each of its  political
subdivisions,  as well as each district, authority, agency or instrumentality of
North Carolina or of its political  subdivisions will be deemed to be a separate
issuer,  and all  indebtedness of any issuer will be deemed to be a single class
of securities.  Securities backed only by the assets of a non-governmental  user
will be deemed to be issued by that  user.  Restriction  number 6,  above,  will
prevent Centura North Carolina  Tax-Free Bond Fund from investing 25% or more of
its  total  assets in  industrial  building  revenue  bonds  issued  to  finance
facilities  for  non-governmental   issuers  in  any  one  industry,   but  this
restriction  does not apply to any other  tax-free  Municipal  Obligations.  For
purposes of investment  restriction number 6, public utilities are not deemed to
be a single industry but are



                                     - 12 -

<PAGE>



separated by  industrial  categories,  such as telephone or gas  utilities.  For
purposes of restriction  number 7, with respect to its futures  transactions and
writing of options (other than fully covered call options), a Fund will maintain
a segregated  account for the period of its  obligation  under such  contract or
option  consisting of cash,  U.S.  Government  securities  and other liquid high
grade  debt  obligations  in an  amount  equal  to its  obligations  under  such
contracts or options.

         The  following  policies  of the Funds are  non-fundamental  and may be
changed by the Board of Directors without shareholder  approval.  These policies
provide that a Fund, except as otherwise specified, may not:

                  (a)  Invest in companies for the purpose of exercising control
or management;

                  (b)  Knowingly   purchase   securities  of  other   investment
         companies,  except  (i) in  connection  with a  merger,  consolidation,
         acquisition,  or  reorganization;  and (ii) the equity and fixed income
         funds  may  invest  up to 10% of their  net  assets  in shares of other
         investment companies;

                  (c)      Purchase securities on margin, except that a Fund may
obtain such short-term credits as may be necessary for the clearance of 
purchases and sales of securities;

                  (d)      Mortgage, pledge, or hypothecate any of its assets,
except that a Fund may pledge not more than 15% of the current value of the 
Fund's total net assets;

                  (e) Purchase or retain the securities of any issuer,  if those
         individual  officers and  Directors of the  Company,  the Adviser,  the
         Administrator,  or the Distributor,  each owning beneficially more than
         1/2 of 1% of the  securities of such issuer,  together own more than 5%
         of the securities of such issuer;

                  (f) Invest  more than 5% of its net assets in  warrants  which
         are unattached to securities; included within that amount, no more than
         2% of the value of the Fund's net assets, may be warrants which are not
         listed on the New York or American Stock Exchanges;

                  (g)      Write, purchase or sell puts, calls or combinations 
thereof, except as described in the Prospectus or SAI;

                  (h)      Invest more than 5% of the current value of its total
assets in the securities of companies which, including



                                     - 13 -

<PAGE>



         predecessors, have a record of less than three years' continuous 
operation;

                  (i)  Invest  more than 15% of the  value of its net  assets in
         investments  which are  illiquid or not readily  marketable  (including
         repurchase  agreements  having  maturities of more than seven  calendar
         days and variable and floating  rate demand and master demand notes not
         requiring  receipt of the  principal  note  amount  within  seven days'
         notice); or

                  (j)      Invest in oil, gas or other mineral exploration or
         development programs, although it may invest in issuers that own or
         invest in such programs.


                                     - 14 -

<PAGE>



                                   MANAGEMENT

Directors and Officers

         The principal  occupations  of the Directors and executive  officers of
the  Company  for the past five years are  listed  below.  The  address of each,
unless  otherwise  indicated,  is 237 Park  Avenue,  New York,  New York  10017.
Directors  deemed to be "interested  persons" of the Company for purposes of the
1940 Act are indicated by an asterisk.





                              Position
                               with               Principal
Name, Address and Age         Company             Occupation

Leslie H. Garner, Jr.         Director            President,
Cornell College                                   Cornell College
600 First Street West
Mount Vernon, IA  52314-1098
Age:  45

James H. Speed, Jr.           Director            Hardee's Food Systems,
1233 Hardee's Blvd.                               Inc. - Vice President
Rocky Mount, NC  27802                            Controller (1991-
Age:  43                                          present); Deloitte &
                                                  Touche - Senior Audit
                                                  Manager (1979-1991)

Frederick E. Turnage          Director            Attorney
149 North Franklin St.
Rocky Mount, NC  27804
Age:  60
   
*Lucy Hancock Bode            Director            Lobbyist
P.O. Box 6338
Raleigh, NC  27628
Age:  45
    



                                     - 15 -

<PAGE>





*J. Franklin Martin           Director            President of
LandCraft Properties                              LandCraft Properties
227 W. Trade Street                               (1978 - present)
Suite 2730
Charlotte, NC  28202
Age:  51

John J. Pileggi               President,          Furman Selz LLC -
Age:  37                      Treasurer,          Director (1984-present)
                              and Chief
                              Executive
                              Officer

Joan V. Fiore                 Secretary           Furman Selz LLC -
Age:  40                                          Managing Director and
                                                  Counsel (1991-present);
                                                  Securities and Exchange
                                                  Commission - Staff
                                                  Attorney (1986-1991)

Sheryl Hirschfeld             Assistant           Furman Selz LLC -
Age:  35                      Secretary           Director, Corporate
                                                  Secretary Services
                                                  (since 1994); The Dreyfus
                                                  Corporation - Assistant
                                                  to the Corporate
                                                  Secretary and General
                                                  Counsel (1982-1994)

Gordon M. Forrester           Assistant           Furman Selz LLC -
Age:  35                      Treasurer           Managing Director, Mutual
                                                  Funds Division (1987-
                                                  present)

         Directors of the Company who are not  directors,  officers or employees
of the Adviser or the Administrator  receive from the Company an annual retainer
of $2000  and a fee of $500 for each  Board of  Directors  and  Board  committee
meeting  of the  Company  attended  and are  reimbursed  for  all  out-of-pocket
expenses  relating to attendance at such meetings.  Directors who are directors,
officers  or  employees  of the  Adviser  or the  Administrator  do not  receive
compensation  from the  Company.  The table  below sets  forth the  compensation
received by each  Director  from the Company for the fiscal year ended April 30,
1996.



                                     - 16 -

<PAGE>


<TABLE>
<CAPTION>
<S>                        <C>             <C>                       <C>                        <C>
                                           Pension or                                           Total
                           Aggregate       Retirement                                           Compensation
Name of                    Compensa-       Benefits Accrued          Estimated Annual           From Registrant
Person,                    tion            As Part of Fund           Benefits Upon              and Fund Complex
Position                   Registrant         Expenses               Retirement                 Paid to Directors
   
Leslie H. Garner, Jr.        $5,000              -0-                    -0-                       $5,000

James H. Speed, Jr.          $5,000              -0-                    -0-                       $5,000

Frederick E. Turnage         $5,000              -0-                    -0-                       $5,000

Lucy Hancock Bode            $4,000              -0-                    -0-                       $4,000

J. Franklin Martin*          $1,000              -0-                    -0-                       $1,000
</TABLE>
    
- ---------------------------------
*        Elected to the Board January 24, 1996.
   
         As of August 9, 1996,  the Officers and Directors of the Company,  as a
group, own less than 1% of the outstanding shares of the Funds.

         As of August 9, 1996, the following individuals owned 5% or more of the
Class A and Class B shares of the Funds:
    
                           CENTURA EQUITY GROWTH FUND

Class A                              SHARES OWNED     PERCENTAGE OWNED
   
Stephens Inc for the Exclusive       343,043          72.2%
Benefit of our Customers
111 Center Street
Little Rock, AR  72201-4402
    

                     CENTURA FEDERAL SECURITIES INCOME FUND

CLASS A                              SHARES OWNED       PERCENTAGE OWNED
   
Stephens Inc for the Exclusive       44,549             79.8%
Benefit of our Customers
111 Center Street
Little Rock, AR  72201-4402
    

CLASS B                              SHARES OWNED           PERCENTAGE OWNED
   
Furman Selz Inc                      1,236                  6.6%
Attn: Sergio Lupetin
230 Park Ave 12th Fl
New York, NY  10169-0005
    



                                     - 17 -

<PAGE>




   
Stephens Inc FBO                    983                 5.2%
ACCT 83360137
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    1,472               7.8%
ACCT 83216300
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    2,826               15.1%
ACCT 83278411
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    972                 5.2%
A/C 83254735
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    2,414               12.9%
A/C 83310595
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    2,185               11.6%
A/C 83329707
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    1,193               6.4%
A/C 83339985
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    2,101               11.2%
A/C 83378482
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                    1,123               6.0%
A/C 83327930
P.O. Box 34127
Little Rock, AR  72203-4127
    

                    CENTURA NORTH CAROLINA TAX-FREE BOND FUND

CLASS A                              SHARES OWNED       PERCENTAGE OWNED
   
Stephens Inc for Exclusive           365,934            96.5%
Benefit of our Customers
111 Center Street
Little Rock, AR  72201-4402
    




                                                     - 18 -

<PAGE>




CLASS B                              SHARES OWNED       PERCENTAGE OWNED
   
Stephens Inc FBO                     4,910              11.7%
ACCT 83283728
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                     9,209              22.0%
A/C 83318544
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                     2,498              6.0%
A/C 83385411
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                     3,280              7.8%
A/C 83338132
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                     5,426              12.9%
A/C 83351331
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                     5,512              13.1%
A/C 83351449
P.O. Box 34127
Little Rock, AR  72203-4127

Stephens Inc FBO                     3,661              8.7%
A/C 83366040
P.O. Box 34127
Little Rock, AR  72203-4127
    

Investment Adviser

         Centura Bank (the  "Adviser") 131 North Church Street,  Rocky Mountain,
North  Carolina  27802,  serves as  investment  adviser to the Funds.  For these
services,  the Adviser  receives from each Fund a fee at an annual rate based on
each  Fund's  average  daily net  assets.  The rates for each Fund are 0.70% for
Centura  Equity Growth Fund,  0.70% for Centura  Equity  Income Fund,  0.30% for
Centura  Federal  Securities  Income Fund and 0.35% for Centura  North  Carolina
Tax-Free Bond Fund.

         Under  the terms of the  Investment  Advisory  Agreement  for the Funds
between  the  Company and the Adviser  ("Agreement"),  the  investment  advisory
services of the Adviser to the Funds are not exclusive.  The Adviser is free to,
and does, render investment advisory services to others.
   
         The  Agreement  will continue in effect with respect to each Fund for a
period more than two years from the date of its



                                     - 19 -

<PAGE>

execution, only as long as such continuance is approved at least annually (i) by
vote of the holders of a majority of the outstanding  voting  securities of each
Fund or by the Board of Directors  and (ii) by a majority of the  Directors  who
are not parties to the Agreement or "interested persons" (as defined in the 1940
Act) of any such party.  With respect to all the Funds other than Centura Equity
Income Fund,  the Agreement was approved by the Board of Directors,  including a
majority of the  Directors  who are not parties to the  Agreement or  interested
persons of any such  parties,  at a meeting  called for the purpose of voting on
the Agreement,  held on April 26, 1994, and by the sole shareholder of the Funds
on April 26, 1994. The Agreement was recently  re-approved with respect to those
Funds at the April 23, 1996 Board of Directors Meeting.  With respect to Centura
Equity Income Fund,  which was  organized on August 28, 1996,  the Agreement was
approved by the Board of  Directors,  including a majority of the  Directors who
are not parties to the Agreement or interested  persons of any such parties,  at
its meeting  called for such  purpose  held on April 24,  1996,  and by the sole
shareholder  of that Fund on April 24, 1996.  The Agreement may be terminated at
any time without  penalty by vote of the Directors  (with respect to the Company
or a Fund)  or,  with  respect  to any  Fund,  by vote of the  Directors  or the
shareholders  of that Fund,  or by the  Adviser,  on 60 days  written  notice by
either party to the Agreement and will terminate automatically if assigned.

         For the fiscal year ended April 30,  1996,  the  Adviser  received  the
following in advisory fees:  $802,888 from the Equity Growth Fund, $312,098 from
the Federal  Securities  Income Fund and was entitled to $138,274 from the North
Carolina  Tax-Free Bond Fund,  however,  waived $99,774.  For the period June 1,
1994  (commencement of operations)  through April 30, 1995, the Adviser received
the following in advisory fees:  $458,424 from the Equity Growth Fund,  $236,139
from the Federal  Securities Income Fund and the Adviser was entitled to $98,015
from the North Carolina Tax-Free Bond Fund but waived $83,311.
    
Distribution of Fund Shares

         Centura Funds Distributor, Inc. (the "Distributor") serves as principal
underwriter for the shares of the Funds pursuant to a Distribution Contract. The
Distribution Contract provides that the Distributor will use its best efforts to
maintain a broad distribution of the Funds' shares among bona fide investors and
may enter into selling  group  agreements  with  responsible  dealers and dealer
managers  as well  as sell  the  Funds'  shares  to  individual  investors.  The
Distributor is not obligated to sell any specific amount of shares.

         Service and distribution  plans (the "Plans") have been adopted by each
of the Funds. The Plan for each Fund provides for different rates of fee payment
with respect to Class A shares



                                     - 21 -

<PAGE>



and Class B shares, as described in the Prospectus. No Plan has been adopted for
Class C shares.  Pursuant to the Plans,  the Funds may pay directly or reimburse
the  Distributor  monthly in amounts  described in the  Prospectus for costs and
expenses of marketing the shares,  or classes of shares, of the Funds. The Board
of Directors has concluded that there is a reasonable  likelihood that the Plans
will benefit the Funds and their shareholders.
   
         Each Plan  provides  that it may not be amended to increase  materially
the costs  which the Funds or a class of shares  may bear  pursuant  to the Plan
without  shareholder  approval and that other  material  amendments of the Plans
must be approved by the Board of Directors, and by the Directors who are neither
"interested  persons"  (as  defined in the 1940 Act) of the Company nor have any
direct or indirect financial interest in the operation of the particular Plan or
any  related  agreement,  by vote cast in person  at a  meeting  called  for the
purpose of  considering  such  amendments.  The selection and  nomination of the
Directors of the Company have been  committed to the discretion of the Directors
who are not "interested  persons" of the Company. The Plans with respect to each
of the Funds except  Centura  Equity  Income Fund were  approved by the Board of
Directors and by the Directors who are neither "interested persons" nor have any
direct or  indirect  financial  interest  in the  operation  of any Plan  ("Plan
Director"),  by vote cast in person at a April 26, 1994  meeting  called for the
purpose of voting on the  Plans,  and by the sole  shareholder  of each class of
shares of each of the Funds on April 26, 1994.  The Plan with respect to Centura
Equity  Income  Fund was  approved  by the  Board of  Directors  and by the Plan
Directors  by vote cast in person at a meeting held July 24, 1996 called for the
purpose of voting on that  Plan,  and by the sole  shareholder  of each class of
shares of that Fund on July 24, 1996. The continuance of the Plans is subject to
similar annual approval by the Directors and the Plan Directors.  The Plans were
recently re-approved at the April 23, 1996 Board of Directors Meeting. Each Plan
is terminable  with respect to a class of shares of a Fund at any time by a vote
of a majority of the Plan  Directors  or by vote of the holders of a majority of
the shares of the class.

         For the  fiscal  year  ended  April 30,  1996 the  following  fees with
respect  to Class A shares  were  received  by the  Distributor:  $7,215 for the
Equity Growth Fund, $888 for the Federal  Securities  Income Fund and $5,259 for
the North Carolina Tax-Free Bond Fund. For the same fiscal year, with respect to
Class B shares,  the  Distributor  received  $33,942 for the Equity Growth Fund,
$1,696 for the Federal  Securities Income Fund and $3,168 for the North Carolina
Tax-Free Bond Fund. All expenditures were



                                                     - 22 -

<PAGE>



for compensation to the Distributor for its services as Underwriter of the 
Funds.
    
         For the period  ended April 30,  1995,  the  Distributor  received  the
following  fees with  respect to Class A shares:  $1,106  for the Equity  Growth
Fund,  $422 for the  Federal  Securities  Income  Fund and  $1,018 for the North
Carolina  Tax-Free  Bond  Fund.  For  the  period  ended  April  30,  1995,  the
Distributor  received the following fees with respect to Class B shares:  $4,705
for the Equity  Growth  Fund,  $412 for the Federal  Securities  Income Fund and
$2,322 for the North  Carolina  Tax-Free Bond Fund.  All  expenditures  were for
compensation to the Distributor for its services as Underwriter of the Funds.

Administrative Services

         Furman Selz LLC (the "Administrator")  provides administrative services
necessary for the  operation of the Funds,  including  among other  things,  (i)
preparation  of  shareholder   reports  and   communications,   (ii)  regulatory
compliance,  such as reports to and filings  with the  Securities  and  Exchange
Commission   ("SEC")  and  state   securities   commissions  and  (iii)  general
supervision  of  the  operation  of the  Funds,  including  coordination  of the
services performed by the Funds' Adviser, Distributor,  custodians,  independent
accountants, legal counsel and others. In addition, Furman Selz furnishes office
space and facilities  required for conducting the business of the Funds and pays
the compensation of the Funds' officers, employees and Directors affiliated with
Furman Selz.  For these  services,  Furman Selz  receives  from each Fund a fee,
payable  monthly,  at the annual rate of 0.15% of each Fund's  average daily net
assets.
   
         On June 28, 1996 Furman Selz and BISYS Group, Inc. ("BISYS")  announced
a  definitive  agreement  which  provides for Furman Selz to transfer its mutual
fund business to BISYS.  This  transaction  is expected to close within 90 days.
BISYS,  headquartered  in Little  Falls,  New Jersey,  supports  more than 5,000
financial  institutions  and corporate  clients  through two strategic  business
units.  BISYS  Information  Services Group  provides  image and data  processing
outsourcing,  and  pricing  analysis  to more than 600 banks  nationwide.  BISYS
Investment Services Group designs,  administers and distributes over 30 families
of proprietary mutual funds consisting of more than 365 portfolios, and provides
401(k)  marketing  support,   administration,   and  recordkeeping  services  in
partnership with banking institutions and investment management companies.  At a
meeting  held on July 24,  1996,  the  Directors  reviewed  and  approved  a new
Administration  Agreement  with BISYS Fund Services  Limited  Partnership  d/b/a
BISYS Fund  Services,  a new  Transfer  Agency  Agreement  and a Fund  Accouting
Agreement with BISYS Fund Services, Inc. Both BISYS companies



                                                     - 23 -

<PAGE>



have their  principal  place of business at 3435 Stelzer  Road,  Columbus,  Ohio
43219. These new agreements are expected to take effect in the fall of 1996.
    
   
         For the  fiscal  year  ended  April 30,  1996,  the  Administrator  was
entitled to the following administrative services fees:

                                                  Furman Selz     Furman Selz
                                                  Entitled        Waived

Centura Equity Growth Fund                        $172,047          -
Centura Federal Securities Income Fund             156,049          -
Centura North Carolina                              59,260        $42,761
   Tax-Free Bond Fund
    
         For the period ended April 30, 1995, the  Administrator was entitled to
the following administrative services fees:

                                                  Furman Selz     Furman Selz
                                                  Entitled        Waived

Centura Equity Growth Fund                          $105,945       $19,669
Centura Federal Securities Income Fund               117,881        23,780
Centura North Carolina Tax-Free Bond Fund             45,419        40,371
   
         For  each  of  the  Funds  except   Centura  Equity  Income  Fund,  the
Administrative  Services  Contract  was  approved  by the  Board  of  Directors,
including a majority  of the  Directors  who are not parties to the  Contract or
interested persons of such parties, at its meeting held on April 26, 1994 and by
the sole  shareholder  of each of the Funds on April 26,  1994 and was  recently
re-approved at the April 23, 1996 Board of Directors Meeting. The Administrative
Services Contract with respect to Centura Equity Income Fund was approved by the
Board of Directors, including a majority of the Directors who are not parties to
the Contract or interested  persons of such parties,  at a meeting held July 24,
1996  and  by  the  sole  shareholder  of  that  Fund  on  July  24,  1996.  The
Administrative  Services  Contract is  terminable  with respect to a Fund or the
Company without penalty, at any time, by vote of a majority of the Directors or,
with  respect to a Fund,  by vote of the  holders of a majority of the shares of
the Fund,  each upon not more than 60 days written notice to the  Administrator,
and upon 60 days notice, by the Administrator.
    
Service Organizations

         The  Company  may  also   contract   with   banks,   trust   companies,
broker-dealers  (other  than  Furman  Selz)  or  other  financial  organizations
("Service  Organizations")  to provide certain  administrative  services for the
Funds. Services provided by



                                     - 24 -

<PAGE>



Service  Organizations  may include  among  other  things:  providing  necessary
personnel and facilities to establish and maintain certain shareholder  accounts
and records;  assisting in  processing  purchase  and  redemption  transactions;
arranging  for  the  wiring  of  funds;  transmitting  and  receiving  funds  in
connection  with  client  orders to  purchase or redeem  shares;  verifying  and
guaranteeing  client signatures in connection with redemption orders,  transfers
among and changes in client-designating  accounts; providing periodic statements
showing a client's account balance and, to the extent  practicable,  integrating
such information with other client transactions;  furnishing periodic and annual
statements  and  confirmations  of all purchases and  redemptions of shares in a
client's account;  transmitting proxy statements,  annual reports,  and updating
prospectuses and other  communications from the Funds to clients;  and providing
such other  services as the Funds or a client  reasonably  may  request,  to the
extent permitted by applicable statute, rule or regulation.  Neither Furman Selz
nor the Adviser will be a Service Organization or receive fees for servicing.

         Some  Service   Organizations   may  impose   additional  or  different
conditions on their clients, such as requiring their clients to invest more than
the minimum initial or subsequent investments specified by the Funds or charging
a direct fee for servicing.  If imposed,  these fees would be in addition to any
amounts  that  might be paid to the  Service  Organization  by the  Funds.  Each
Service  Organization  has agreed to  transmit  to its clients a schedule of any
such fees.  Shareholders  using Service  Organizations are urged to consult them
regarding any such fees or conditions.

         The  Glass-Steagall  Act and other applicable laws, among other things,
prohibit  banks  from  engaging  in the  business  of  underwriting,  selling or
distributing securities.  There currently is no precedent prohibiting banks from
performing   administrative  and  shareholder  servicing  functions  as  Service
Organizations.  However, judicial or administrative decisions or interpretations
of such  laws,  as well as  changes  in  either  Federal  or state  statutes  or
regulations   relating  to  the  permissible   activities  of  banks  and  their
subsidiaries or affiliates,  could prevent a bank from continuing to perform all
or a part of its servicing  activities.  In addition,  state  securities laws on
this issue may differ from the  interpretations  of federal law expressed herein
and banks and  financial  institutions  may be  required  to register as dealers
pursuant to state law. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain  shareholders  of the Funds and alternative
means for continuing the servicing of such shareholders would be sought. In that
event,  changes in the  operation  of the Funds  might  occur and a  shareholder
serviced by



                                     - 25 -

<PAGE>



such a bank might no longer be able to avail itself of any  services  then being
provided by the bank.  It is not  expected  that  shareholders  would suffer any
adverse financial consequences as a result of any of these occurrences.

                        DETERMINATION OF NET ASSET VALUE

         The Funds value  their  portfolio  securities  in  accordance  with the
procedures described in the Prospectus.

                             PORTFOLIO TRANSACTIONS

         Investment  decisions  for  the  Funds  and for  the  other  investment
advisory  clients  of the  Adviser  are  made  with a view  to  achieving  their
respective investment  objectives.  Investment decisions are the product of many
factors in addition to basic  suitability  for the particular  client  involved.
Thus,  a  particular  security  may be bought or sold for certain  clients  even
though it could  have been  bought or sold for other  clients  at the same time.
Likewise,  a particular  security may be bought for one or more clients when one
or more clients are selling the security. In some instances, one client may sell
a particular  security to another client.  It also sometimes happens that two or
more clients  simultaneously  purchase or sell the same security, in which event
each day's  transactions in such security are, insofar as possible,  averaged as
to price and  allocated  between such clients in a manner which in the Adviser's
opinion is equitable to each and in accordance  with the amount being  purchased
or sold by each. There may be circumstances when purchases or sales of portfolio
securities for one or more clients will have an adverse effect on other clients.

         The  Funds  have no  obligation  to deal  with any  dealer  or group of
dealers in the execution of  transactions  in portfolio  securities.  Subject to
policies  established  by the  Company's  Board of  Directors,  the  Adviser  is
primarily  responsible  for  portfolio  decisions  and the placing of  portfolio
transactions.  In  placing  orders,  it is the policy of the Funds to obtain the
best  results  taking into account the  broker-dealer's  general  execution  and
operational facilities,  the type of transaction involved and other factors such
as the dealer's risk in positioning the securities.  While the Adviser generally
seeks  reasonably  competitive  spreads  or  commissions,  the  Funds  will  not
necessarily be paying the lowest spread or commission available.

         Purchases and sales of securities will often be principal  transactions
in the case of debt securities and equity securities traded otherwise than on an
exchange.  The purchase or sale of equity securities will frequently involve the
payment of a commission to a broker-dealer who effects the transaction on



                                     - 26 -

<PAGE>



behalf of a Fund. Debt securities  normally will be purchased or sold from or to
issuers  directly or to dealers serving as market makers for the securities at a
net price.  Generally,  money market securities are traded on a net basis and do
not involve brokerage  commissions.  Under the 1940 Act, persons affiliated with
the Funds, the Adviser or Furman Selz are prohibited from dealing with the Funds
as a principal in the purchase and sale of securities  unless a permissive order
allowing such transactions is obtained from the SEC.

         The Adviser may, in circumstances  in which two or more  broker-dealers
are in a position to offer comparable results,  give preference to a dealer that
has  provided  statistical  or  other  research  services  to  the  Adviser.  By
allocating  transactions  in this manner,  the Adviser is able to supplement its
research and analysis with the views and information of securities firms.  These
items,  which in some cases may also be purchased for cash, include such matters
as general economic and securities market reviews, industry and company reviews,
evaluations  of securities  and  recommendations  as to the purchase and sale of
securities.  Some of these  services  are of value to the  Adviser  in  advising
various of its clients (including the Funds), although not all of these services
are  necessarily  useful and of value in managing the Funds.  The advisory  fees
paid by the Funds are not reduced because the Adviser and its affiliates receive
such services.

         As permitted by Section  28(e) of the  Securities  Exchange Act of 1934
(the "Act"),  the Adviser may cause a Fund to pay a broker-dealer  that provides
"brokerage  and  research  services"  (as  defined in the Act) to the Adviser an
amount of disclosed  commission for effecting a securities  transaction  for the
Fund in excess of the commission which another  broker-dealer would have charged
for effecting that transaction.

         Consistent with the Rules of Fair Practice of the National  Association
of Securities Dealers,  Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Directors may determine,  the
Adviser may consider  sales of shares of the Funds as a factor in the  selection
of broker-dealers to execute portfolio transactions for the Funds.
   
         For the  fiscal  year  ended  April  30,  1996,  $192,705  was  paid in
brokerage  commissions by the Equity Growth Fund. Of this amount,  none was paid
to any affiliated brokers.  For the period ended April 30, 1995, only the Equity
Growth  Fund paid  brokerage  commissions,  in the amount of  $115,342.  Of this
amount, none was paid to any affiliated brokers.
    


                                     - 27 -

<PAGE>



Portfolio Turnover
   
         Changes may be made in the  portfolio  consistent  with the  investment
objectives and policies of the Funds whenever such changes are believed to be in
the best interests of the Funds and their  shareholders.  It is anticipated that
the  annual  portfolio  turnover  rate for a Fund  normally  will not exceed the
amount  stated  in  the  Funds'  Prospectus.  The  portfolio  turnover  rate  is
calculated by dividing the lesser of purchases or sales of portfolio  securities
by the average monthly value of the Fund's portfolio securities. For purposes of
this calculation,  portfolio securities exclude all securities having a maturity
when purchased of one year or less.  The portfolio  turnover rate for the fiscal
year ended April 30, 1996 was 46%, 34%, and 80%



                                     - 28 -

<PAGE>



for the Equity  Growth Fund,  the Federal  Securities  Income Fund and the North
Carolina Tax-Free Bond Fund,  respectively.  The portfolio turnover rate for the
fiscal  period ended April 30, 1995 was 44%, 42%, and 121% for the Equity Growth
Fund, the Federal Securities Income Fund and the North Carolina Tax-Free
Bond Fund, respectively.
    
                                    TAXATION

         The Funds  intend  to  qualify  and elect  annually  to be  treated  as
regulated  investment  companies under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). To qualify as a regulated  investment company,
a Fund must for each taxable year (a) distribute to shareholders at least 90% of
its  investment  company  taxable  income  (which  includes,  among other items,
dividends,  taxable interest and the excess of net short-term capital gains over
net long-term capital losses);  (b) derive at least 90% of its gross income from
dividends,  interest,  payments with respect to securities  loans and gains from
the sale or other  disposition  of stock,  securities  or foreign  currencies or
other  income  derived  with respect to its business of investing in such stock,
securities or currencies;  (c) derive less than 30% of its gross income from the
sale or other disposition of certain assets (namely,  in the case of a Fund, (i)
stock or securities;  (ii) options,  futures,  and forward contracts (other than
those on foreign currencies),  and (iii) foreign currencies  (including options,
futures,  and forward  contracts on such currencies) not directly related to the
Fund's  principal  business of investing in stock or securities  (or options and
futures with respect to stocks or securities)) held less than 3 months;  and (d)
diversify  its holdings so that, at the end of each quarter of the taxable year,
(i) at least 50% of the market value of the Fund's assets is represented by cash
and  cash  items  (including  receivables),   U.S.  Government  securities,  the
securities of other regulated  investment  companies and other securities,  with
such  other  securities  of any one  issuer  limited  for the  purposes  of this
calculation  to an amount not greater  than 5% of the value of the Fund's  total
assets and not greater than 10% of the  outstanding  voting  securities  of such
issuer,  and (ii) not more than 25% of the value of its total assets is invested
in the  securities of any one issuer (other than U.S.  Government  securities or
the securities of other regulated  investment  companies,  or of any two or more
issuers  which the Fund controls and which are engaged in the same or similar or
related trades or businesses).  In addition,  a Fund earning tax-exempt interest
must, in each year,  distribute at least 90% of its net  tax-exempt  income.  By
meeting  these  requirements,  a Fund  generally  will not be subject to Federal
income tax on its investment  company taxable income and net capital gains which
are  distributed  to  shareholders.  If the Funds do not meet all of these  Code
requirements, they will be



                                     - 29 -

<PAGE>



taxed  as  ordinary  corporations  and  their  distributions  will be  taxed  to
shareholders as ordinary income.

         Amounts,  other than tax-exempt  interest,  not distributed on a timely
basis in accordance with a calendar year distribution requirement are subject to
a  nondeductible  4% excise tax. To prevent  imposition  of the excise tax, each
Fund must distribute for each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (excluding any capital gains or losses) for the
calendar  year, (2) at least 98% of the excess of its capital gains over capital
losses  (adjusted for certain  ordinary  losses) for the one-year  period ending
October 31 of such year, and (3) all ordinary income and capital gain net income
(adjusted  for  certain  ordinary  losses)  for  previous  years  that  were not
distributed  during such years. A  distribution,  including an  "exempt-interest
dividend,"  will be treated as paid on December  31 of a calendar  year if it is
declared  by a Fund  during  October,  November  or  December  of  that  year to
shareholders  of record  on a date in such a month  and paid by the Fund  during
January  of the  following  year.  Such  distributions  will  be  reportable  by
shareholders  in the  calendar  year in which the  distributions  are  declared,
rather than the calendar year in which the distributions are received.

         Distributions  of  investment  company  taxable  income  generally  are
taxable to shareholders as ordinary  income.  Distributions  from certain of the
Funds  may  be  eligible  for  the  dividends-received  deduction  available  to
corporations.  Distributions  of net capital  gains,  if any,  designated by the
Funds as capital gain dividends are taxable to shareholders as long-term capital
gain,  regardless  of the length of time the Funds'  shares  have been held by a
shareholder. All distributions are taxable to the shareholder in the same manner
whether  reinvested in additional shares or received in cash.  Shareholders will
be notified annually as to the Federal tax status of distributions.

         Distributions  by a Fund  reduce  the net  asset  value  of the  Fund's
shares.  Should a distribution  reduce the net asset value below a stockholder's
cost basis, such distribution, nevertheless, would be taxable to the shareholder
as ordinary  income or capital gain as  described  above,  even though,  from an
investment  standpoint,  it may  constitute  a  partial  return of  capital.  In
particular,  investors  should be careful to consider  the tax  implications  of
buying  shares just prior to a  distribution  by the Funds.  The price of shares
purchased  at that time  includes  the amount of the  forthcoming  distribution.
Those purchasing just prior to a distribution will receive a distribution  which
will nevertheless generally be taxable to them.




                                     - 30 -

<PAGE>



         Upon the taxable disposition (including a sale or redemption) of shares
of a Fund, a shareholder  may realize a gain or loss depending upon his basis in
his shares.  Such gain or loss generally will be treated as capital gain or loss
if the shares are capital assets in the  shareholder's  hands. Such gain or loss
will be long-term or  short-term,  generally  depending  upon the  shareholder's
holding period for the shares.  However, a loss realized by a shareholder on the
disposition  of Fund shares with respect to which  capital gain  dividends  have
been paid will,  to the extent of such  capital  gain  dividends,  be treated as
long-term  capital loss if such shares have been held by the shareholder for six
months or less.  A loss  realized  on the  redemption,  sale or exchange of Fund
shares will be disallowed to the extent an exempt-interest dividend was received
with respect to those shares if the shares have been held by the shareholder for
six months or less. Further, a loss realized on a disposition will be disallowed
to the extent the shares  disposed of are replaced  (whether by  reinvestment of
distributions or otherwise)  within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed  of. In such a case,  the basis
of the  shares  acquired  will be  adjusted  to  reflect  the  disallowed  loss.
Shareholders receiving  distributions in the form of additional shares will have
a cost basis for Federal income tax purposes in each share received equal to the
net asset value of a share of the Funds on the reinvestment date.

         Under  certain  circumstances,  the sales charge  incurred in acquiring
shares of a Fund may not be taken into account in  determining  the gain or loss
on the disposition of those shares. This rule applies where shares of a Fund are
exchanged  within 90 days after the date they were purchased and new shares of a
Fund are acquired  without a sales charge or at a reduced sales charge.  In that
case,  the  gain or loss  recognized  on the  exchange  will  be  determined  by
excluding  from the tax basis of the  shares  exchanged  all or a portion of the
sales charge incurred in acquiring those shares.  This exclusion  applies to the
extent that the  otherwise  applicable  sales  charge with  respect to the newly
acquired  shares is  reduced  as a result of having  incurred  the sales  charge
initially.  Instead,  the portion of the sales charge affected by this rule will
be treated as a sales charge paid for the new shares.

         The taxation of equity  options is governed by the Code  section  1234.
Pursuant to Code section 1234, the premium  received by a Fund for selling a put
or call option is not  included in income at the time of receipt.  If the option
expires,  the premium is short-term capital gain to the Fund. If the Fund enters
into a closing transaction,  the difference between the amount paid to close out
its position and the premium



                                     - 31 -

<PAGE>



received is short-term  capital gain or loss. If a call option written by a Fund
is exercised,  thereby requiring the Fund to sell the underlying  security,  the
premium will increase the amount realized upon the sale of such security and any
resulting  gain or loss will be a capital gain or loss, and will be long-term or
short-term depending upon the holding period of the security.  With respect to a
put or call  option  that is  purchased  by a Fund,  if the option is sold,  any
resulting  gain or loss will be a capital gain or loss, and will be long-term or
short-term,  depending  upon the  holding  period of the  option.  If the option
expires,  the resulting  loss is a capital loss and is long-term or  short-term,
depending upon the holding period of the option. If the option is exercised, the
cost of the option,  in the case of a call option,  is added to the basis of the
purchased security and, in the case of a put option, reduces the amount realized
on the underlying security in determining gain or loss.

         Certain of the options, futures contracts, and forward foreign currency
exchange  contracts  that  several  of the  Funds may  invest  in are  so-called
"section 1256  contracts." With certain  exceptions,  gains or losses on section
1256 contracts generally are considered 60% long-term and 40% short-term capital
gains or losses  ("60/40").  Also,  section 1256 contracts held by a Fund at the
end of each taxable year (and, generally,  for purposes of the 4% excise tax, on
October 31 of each year) are "marked-to-market"  with the result that unrealized
gains or losses are treated as though they were realized and the resulting  gain
or loss is treated as 60/40 gain or loss.

         Generally,  the hedging transactions undertaken by a Fund may result in
"straddles"  for Federal income tax purposes.  The straddle rules may affect the
character of gains (or losses) realized by a Fund. In addition,  losses realized
by a Fund on a position  that is part of a straddle  may be  deferred  under the
straddle rules,  rather than being taken into account in calculating the taxable
income for the taxable  year in which such losses are  realized.  Because only a
few regulations  implementing the straddle rules have been promulgated,  the tax
consequences to a Fund of hedging  transactions are not entirely clear.  Hedging
transactions  may increase the amount of  short-term  capital gain realized by a
Fund which is taxed as ordinary income when distributed to stockholders.

         A Fund may make one or more of the elections  available  under the Code
which are  applicable to straddles.  If a Fund makes any of the  elections,  the
amount,  character  and timing of the  recognition  of gains or losses  from the
affected  straddle  positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the



                                     - 32 -

<PAGE>



elections may operate to accelerate the  recognition of gains or losses from the
affected straddle positions.

         Because  application  of the straddle rules may affect the character of
gains or losses,  defer losses and/or  accelerate  the  recognition  of gains or
losses  from  the  affected  straddle  positions,   the  amount  which  must  be
distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a fund that did not engage in such hedging transactions.

         Certain  requirements  that  must be met  under the Code in order for a
Fund to qualify as a regulated  investment company may limit the extent to which
a Fund will be able to engage  in  transactions  in  options,  futures,  forward
contracts and similar instruments.

         Certain  of the debt  securities  acquired  by a Fund may be treated as
debt  securities  that were  originally  issued at a  discount.  Original  issue
discount can generally be defined as the difference between the price at which a
security was issued and its stated  redemption  price at  maturity.  Although no
cash  income is  actually  received by the Fund,  original  issue  discount on a
taxable debt  security  earned in a given year  generally is treated for Federal
income tax purposes as interest and, therefore,  such income would be subject to
the  distribution  requirements  of the  Code.  Original  issue  discount  on an
obligation, the interest from which is exempt from Federal income tax, generally
will constitute tax-exempt interest income.

         Some of the debt  securities  may be  purchased by a Fund at a discount
which exceeds the original issue discount on such debt securities,  if any. This
additional  discount represents market discount for Federal income tax purposes.
The  gain  realized  on  the  disposition  of any  debt  security,  including  a
tax-exempt  debt  security,  having market  discount will be treated as ordinary
income to the extent it does not exceed the accrued market discount on such debt
security.  Generally,  market discount accrues on a daily basis for each day the
debt security is held by the Fund at a constant rate over the time  remaining to
the debt  security's  maturity  or, at the  election of the Fund,  at a constant
yield to  maturity  which  takes into  account the  semi-annual  compounding  of
interest.

         Under  the  Code,  gains or  losses  attributable  to  fluctuations  in
exchange  rates which  occur  between  the time a Fund  accrues  income or other
receivables or accrues  expenses or other  liabilities  denominated in a foreign
currency,  and the time the Fund actually collects such receivables or pays such
liabilities,



                                     - 33 -

<PAGE>



generally  are  treated as  ordinary  income or  ordinary  loss.  Similarly,  on
disposition  of  debt  securities  denominated  in a  foreign  currency  and  on
disposition  of certain  options and forward  and  futures  contracts,  gains or
losses attributable to fluctuations in the value of foreign currency between the
date of acquisition of the security or contract and the date of disposition also
are treated as ordinary gain or loss.  These gains or losses,  referred to under
the Code as "section 988" gains or losses, may increase,  decrease, or eliminate
the amount of a Fund's  investment  company  taxable income to be distributed to
its shareholders as ordinary income.

         Some  Funds  may  invest  in  stocks  of  foreign  companies  that  are
classified under the Code as passive foreign investment companies ("PFICs").  In
general,  a foreign  company is  classified as a PFIC under the Code if at least
one-half of its assets constitute  investment-type  assets or 75% or more of its
gross  income is  investment-type  income.  Under  the PFIC  rules,  an  "excess
distribution"  received  with  respect to PFIC  stock is treated as having  been
realized  ratably over the period  during which the Fund held the PFIC stock.  A
Fund  itself  will be  subject  to tax on the  portion,  if any,  of the  excess
distribution  that is allocated to the Fund's  holding  period in prior  taxable
years  (and an  interest  factor  will be added  to the  tax,  as if the tax had
actually  been  payable  in such  prior  taxable  years)  even  though  the Fund
distributes  the  corresponding  income to  stockholders.  Excess  distributions
include  any gain from the sale of PFIC stock as well as  certain  distributions
from a PFIC. All excess distributions are taxable as ordinary income.

         A Fund may be able to elect  alternative  tax treatment with respect to
PFIC stock. Under an election that currently may be available,  a Fund generally
would be required to include in its gross  income its share of the earnings of a
PFIC on a current basis,  regardless of whether any  distributions  are received
from the PFIC. If this election is made,  the special  rules,  discussed  above,
relating to the taxation of excess distributions,  would not apply. In addition,
another  election  may be  available  that would  involve  marking to market the
Fund's PFIC shares at the end of each taxable  year (and on certain  other dates
prescribed in the Code),  with the result that  unrealized  gains are treated as
though they were  realized.  If this election  were made,  tax at the Fund level
under the PFIC rules would  generally  be  eliminated,  but the Fund  could,  in
limited  circumstances,   incur  nondeductible  interest  charges.  Each  Fund's
intention to qualify  annually as a regulated  investment  company may limit its
elections with respect to PFIC stock.

         Income received by a Fund from sources within foreign  countries may be
subject to withholding and other similar income



                                     - 34 -

<PAGE>



taxes imposed by the foreign country.  If more than 50% of the value of a Fund's
total assets at the close of its taxable year  consists of securities of foreign
governments and corporations,  the Fund will be eligible and intends to elect to
"pass-through"  to its shareholders the amount of such foreign taxes paid by the
Fund.  Pursuant to this election,  a shareholder would be required to include in
gross income (in addition to taxable dividends  actually  received) his pro rata
share of the  foreign  taxes  paid by a Fund,  and would be  entitled  either to
deduct  (as an  itemized  deduction)  his pro  rata  share of  foreign  taxes in
computing  his taxable  income or to use it as a foreign tax credit  against his
U.S.  Federal income tax  liability,  subject to  limitations.  No deduction for
foreign taxes may be claimed by a shareholder  who does not itemize  deductions,
but such a  shareholder  may be  eligible  to claim the  foreign tax credit (see
below).  Each  shareholder  will be notified within 60 days after the close of a
Fund's taxable year whether the foreign taxes paid by a Fund will "pass-through"
for that year and, if so, such notification will designate (a) the shareholder's
portion of the  foreign  taxes paid to each such  country and (b) the portion of
the dividend which represents income derived from foreign sources.

         Generally, a credit for foreign taxes is subject to the limitation that
it may not exceed the  shareholder's  U.S. tax attributable to his total foreign
source taxable income. For this purpose,  if a Fund makes the election described
in the preceding paragraph, the source of the Fund's income flows through to its
shareholders.  With respect to a Fund, gains from the sale of securities will be
treated as derived from U.S.  sources and certain currency  fluctuations  gains,
including fluctuation gains from foreign  currency-denominated  debt securities,
receivables  and payables,  will be treated as ordinary income derived from U.S.
sources.  The  limitation  on the  foreign tax credit is applied  separately  to
foreign  source  passive  income (as  defined  for  purposes  of the foreign tax
credit)  including  foreign  source  passive  income of a Fund.  The foreign tax
credit  may  offset  only  90%  of  the  alternative   minimum  tax  imposed  on
corporations and individuals, and foreign taxes generally may not be deducted in
computing alternative minimum taxable income.

         The  Funds are  required  to report  to the  Internal  Revenue  Service
("IRS") all distributions except in the case of certain exempt shareholders. All
such distributions generally are subject to withholding of Federal income tax at
a rate of 31% ("backup  withholding") in the case of non-exempt  shareholders if
(1) the  shareholder  fails  to  furnish  the  Funds  with  and to  certify  the
shareholder's correct taxpayer  identification number or social security number,
(2) the IRS notifies the Funds or a shareholder  that the shareholder has failed
to  report  properly  certain  interest  and  dividend  income to the IRS and to
respond to



                                     - 35 -

<PAGE>



notices to that effect,  or (3) when required to do so, the shareholder fails to
certify  that  he is not  subject  to  backup  withholding.  If the  withholding
provisions  are  applicable,  any  such  distributions,  whether  reinvested  in
additional  shares or taken in cash, will be reduced by the amounts  required to
be withheld.  Backup  withholding is not an additional  tax. Any amount withheld
may be credited  against the  shareholder's  U.S.  Federal income tax liability.
Investors may wish to consult their tax advisors about the  applicability of the
backup withholding provisions.

         The  foregoing  discussion  relates  only to Federal  income tax law as
applicable  to  U.S.  persons  (i.e.,  U.S.  citizens  and  residents  and  U.S.
corporations, partnerships, trusts and estates). Distributions by the Funds also
may be  subject to state and local  taxes and their  treatment  under  state and
local  income  tax laws  may  differ  from the  Federal  income  tax  treatment.
Distributions  of a Fund which are derived from interest on  obligations  of the
U.S. Government and certain of its agencies and  instrumentalities may be exempt
from state and local taxes in certain states.  Shareholders should consult their
tax advisors  with respect to particular  questions of Federal,  state and local
taxation.  Shareholders  who are not  U.S.  persons  should  consult  their  tax
advisors  regarding U.S. and foreign tax  consequences of ownership of shares of
the Funds including the likelihood that  distributions  to them would be subject
to  withholding  of U.S.  tax at a rate of 30% (or at a lower  rate  under a tax
treaty).

         Centura North  Carolina  Tax-Free Bond Fund. The Fund intends to manage
its portfolio so that it will be eligible to pay "exempt-interest  dividends" to
shareholders.  The Fund will so qualify if, at the close of each  quarter of its
taxable year,  at least 50% of the value of its total assets  consists of state,
municipal,  and certain other  securities,  the interest on which is exempt from
the  regular  Federal  income  tax.  To the  extent  that the  Fund's  dividends
distributed  to  shareholders  are  derived  from such  interest  income and are
designated  as  exempt-interest  dividends by the Fund,  they will be excludable
from  a   shareholder's   gross   income  for  Federal   income  tax   purposes.
Exempt-interest  dividends,  however, must be taken into account by shareholders
in  determining  whether  their  total  incomes  are  large  enough to result in
taxation of up to one-half (85% for taxable years beginning after 1993) of their
social security benefits and certain railroad retirement benefits. The Fund will
inform  shareholders  annually as to the portion of the  distributions  from the
Fund which  constitute  exempt-interest  dividends.  In addition,  for corporate
shareholders of the Fund,  exempt-interest dividends may comprise part or all of
an  adjustment  to  alternative  minimum  taxable  income  for  purposes  of the
alternative minimum tax and the environmental tax under sections



                                     - 36 -

<PAGE>



55 and 59A.  Exempt-interest  dividends that are attributable to certain private
activity  bonds,  while not  subject to the  regular  Federal  income  tax,  may
constitute an item of tax  preference  for purposes of the  alternative  minimum
tax.

         To the extent that the Fund's dividends are derived from its investment
company  taxable  income  (which  includes  interest  on its  temporary  taxable
investments  and the excess of net  short-term  capital gain over net  long-term
capital loss), they are considered  ordinary (taxable) income for Federal income
tax  purposes.  Such  dividends  will  not  qualify  for the  dividends-received
deduction  for  corporations.  Distributions,  if any, of net capital gains (the
excess  of  net  long-term  capital  gain  over  net  short-term  capital  loss)
designated by a Fund as capital gain  dividends are taxable to  shareholders  as
long-term  capital gain  regardless  of the length of time the  shareholder  has
owned shares of the Fund.

         Upon redemption,  sale or exchange of shares of the Fund, a shareholder
will realize a taxable gain or loss, depending on whether the gross proceeds are
more or less than the  shareholder's  tax basis for the shares.  The  discussion
above provides  additional detail about the income tax consequences of disposing
of Fund shares.

         Deductions for interest  expense incurred to acquire or carry shares of
the Fund may be subject to  limitations  that reduce,  defer,  or eliminate such
deductions.  This includes  limitations  on deducting  interest on  indebtedness
properly  allocable  to  investment  property  (which may include  shares of the
Fund).  In  addition,  a  shareholder  may not deduct a portion of  interest  on
indebtedness  incurred or continued to purchase or carry shares of an investment
company (such as this Fund) paying exempt-interest  dividends. Such disallowance
would be in an amount  which bears the same ratio to the total of such  interest
as the  exempt-interest  dividends  bear to the total  dividends,  excluding net
capital gain dividends  received by the  shareholder.  Under rules issued by the
IRS for determining  when borrowed funds are considered used for the purposes of
purchasing  or  carrying  particular  assets,  the  purchase  of  shares  may be
considered to have been made with borrowed  funds even though the borrowed funds
are not directly traceable to the purchase of shares.

         North Carolina law exempts from income taxation dividends received from
a regulated  investment  company in  proportion  to the income of the  regulated
investment  company that is  attributable  to interest on bonds or securities of
the U.S. government or any agency or instrumentality  thereof or on bonds of the
State of North Carolina or any county, municipality or political



                                     - 37 -

<PAGE>



subdivision thereof, including any agency, board, authority or commission of any
of the above.

         Opinions  relating to the  validity  of  municipal  securities  and the
exemption  of interest  thereon  from  Federal  income tax are  rendered by bond
counsel to the  issuers.  The Fund,  the Adviser and their  affiliates,  and the
Fund's counsel make no review of  proceedings  relating to the issuance of state
or municipal securities or the bases of such opinions.

         Persons  who  may be  "substantial  users"  (or  "related  persons"  of
substantial  users) of  facilities  financed by private  activity  bonds  should
consult their tax advisers  before  purchasing  shares of Centura North Carolina
Tax-Free  Bond Fund  since the  acquisition  of shares of the Fund may result in
adverse tax  consequences  to them. In addition,  all  shareholders  of the Fund
should  consult their tax advisers about the tax  consequences  to them of their
investments in the Fund.

         Changes in the tax law,  including  provisions  relating to  tax-exempt
income,  frequently come under  consideration.  If such changes are enacted, the
tax consequences  arising from an investment in Centura North Carolina  Tax-Free
Bond Fund may be  affected.  Since the Funds do not  undertake  to  furnish  tax
advice, it is important for shareholders to consult their tax advisers regularly
about the tax consequences to them of investing in one or more of the Funds.

                                OTHER INFORMATION

Capitalization

         The Company is a Maryland  corporation  established  under  Articles of
Incorporation  dated March 1, 1994 and  currently  consists  of four  separately
managed  portfolios,   each  of  which  offers  three  classes  of  shares.  The
capitalization   of  the  Company   consists   solely  of  six  hundred  million
(600,000,000)  shares of common stock with a par value of $0.001 per share.  The
Board of Directors may establish  additional  Funds (with  different  investment
objectives and fundamental  policies),  or additional  classes of shares, at any
time in the future.  Establishment  and offering of additional  Funds or classes
will not alter the rights of the Company's shareholders. When issued, shares are
fully paid,  non-assessable,  redeemable and freely transferable.  Shares do not
have preemptive  rights or subscription  rights. In any liquidation of a Fund or
class,  each  shareholder  is  entitled to receive his pro rata share of the net
assets of that Fund or class.




                                     - 38 -

<PAGE>


   
         Expenses  incurred in connection with each Fund's  organization and the
public  offering of its shares have been  deferred and are being  amortized on a
straight-line  basis over a period of not less than five  years.  For the fiscal
period  ended April 30,  1996,  these  expenses  totalled  $7,386 for the Equity
Growth Fund,  $9,772 for the Federal  Securities  Income Fund and $3,257 for the
North Carolina Tax Free Bond Fund.  Expenses of organizing Centura Equity Income
Fund will be treated in a similar manner.
    
Voting Rights

         Under the  Articles of  Incorporation,  the Company is not  required to
hold annual meetings of each Fund's shareholders to elect Directors or for other
purposes.  It is not  anticipated  that  the  Company  will  hold  shareholders'
meetings  unless  required  by law or the  Articles  of  Incorporation.  In this
regard,  the Company  will be required to hold a meeting to elect  Directors  to
fill any existing  vacancies on the Board if, at any time, fewer than a majority
of the  Directors  have been  elected by the  shareholders  of the  Company.  In
addition,  the  Articles of  Incorporation  provide that the holders of not less
than a majority of the  outstanding  shares of the  Company  may remove  persons
serving as Director.

         Each Fund may vote separately on matters  affecting only that Fund, and
each class of shares of each Fund may vote separately on matters  affecting only
that class or affecting that class differently from other classes.

         The Company's shares do not have cumulative  voting rights, so that the
holders of more than 50% of the outstanding shares may elect the entire Board of
Directors,  in which case the holders of the remaining  shares would not be able
to elect any Directors.

Custodian, Transfer Agent and Dividend Disbursing Agent
   
         Centura Bank,  131 North Church  Street,  Rocky Mount,  North  Carolina
27802,  acts as custodian  of the  Company's  assets.  For the fiscal year ended
April 30, 1996,  the  custodian  earned fees and  out-of-pocket  expenses in the
amounts of $28,109,  $24,580 and $12,503 for the Equity Growth Fund, the Federal
Securities Income Fund and the North Carolina Tax-Free Bond Fund,  respectively.
For the period  ended  April 30,  1995,  the  custodian  earned fees of $17,188,
$19,585 and $10,192 for the Equity Growth Fund,  the Federal  Securities  Income
Fund and the North Carolina Tax-Free Bond Fund, respectively.
    



                                                     - 39 -

<PAGE>


   
         Furman  Selz  serves as the  Company's  transfer  agent  pursuant  to a
Service Agreement.  For the fiscal year ended April 30, 1996, Furman Selz earned
transfer  agent  fees of  $38,623  for the Equity  Growth  Fund,  $7,326 for the
Federal  Securities  Income Fund and $6,452 for the North Carolina Tax-Free Bond
Fund.  For the period ended April 30, 1995,  Furman Selz earned  transfer  agent
fees of $9,897 for the Equity  Growth  Fund,  $5,034 for the Federal  Securities
Income Fund and $4,275 for the North Carolina Tax-Free Bond Fund.  Pursuant to a
Fund Accounting  Agreement,  each Fund compensates  Furman Selz $2,500 per month
for providing fund accounting  services for the Funds. For the fiscal year ended
April 30, 1996,  Furman Selz earned the following fees for their fund accounting
services: $32,848 for the Equity Growth Fund, $33,981 for the Federal Securities
Income Fund and  $41,369  for the North  Carolina  Tax-Free  Bond Fund.  For the
period ended April 30,  1995,  Furman Selz earned the  following  fees for their
fund accounting  services:  $29,727 for the Equity Growth Fund,  $32,231 for the
Federal  Securities Income Fund and $34,948 for the North Carolina Tax-Free Bond
Fund.
    
Yield and Performance Information

         The Funds may, from time to time, include their yield, effective yield,
tax  equivalent  yield and average  annual  total  return in  advertisements  or
reports to shareholders or prospective investors.

         Quotations of yield for each class of shares of the Funds will be based
on the  investment  income per share earned during a particular  30-day  period,
less  expenses  accrued  with  respect  to that  class  during  a  period  ("net
investment income"),  and will be computed by dividing net investment income for
the class by the maximum  offering price per share of that class on the last day
of the period, according to the following formula:

                  YIELD = 2[(a-b + 1)superscript 6-1]
                         ---
                          cd

where a = dividends and interest earned during the period,  b = expenses accrued
for the period  (net of any  reimbursements),  c = the average  daily  number of
shares of the class outstanding  during the period that were entitled to receive
dividends, and d = the maximum offering price per share of the class on the last
day of the period.
   
         The 30-day  yield for the period  ended  April 30, 1996 was as follows:
5.37% and 4.10% for the Class A shares of the Federal Securities Income Fund and
the North Carolina Tax-Free Bond Fund, respectively, and 4.75% and 3.45% for the
Class B shares of the



                                                     - 40 -

<PAGE>



Federal Securities Income Fund and the North Carolina Tax-Free Bond Fund, 
respectively.
    
         Quotations of tax-equivalent  yield for each class of shares of Centura
North Carolina Tax-Free Bond Fund will be calculated  according to the following
formula:

                  TAX EQUIVALENT YIELD = ( E )
                                         -----
                                          l-p

                  E = tax-exempt yield
                  p = stated income tax rate

         Quotations of average annual total return will be expressed in terms of
the average annual  compounded  rate of return of a  hypothetical  investment in
each class of shares of a Fund over periods of 1, 5 and 10 years (up to the life
of the Fund), calculated pursuant to the following formula:

                  P (1 + T)superscript n = ERV

(where P = a  hypothetical  initial  payment of $1,000,  T = the average  annual
total  return  for the  class,  n = the  number of years,  and ERV = the  ending
redeemable  value of a hypothetical  $1,000 payment made at the beginning of the
period).  All total return  figures  will  reflect the  deduction of the maximum
sales charge and a proportional share of Fund and  class-specific  expenses (net
of certain  reimbursed  expenses) on an annual  basis,  and will assume that all
dividends and distributions are reinvested when paid.

         Quotations of yield and total return will reflect only the  performance
of a  hypothetical  investment  in a class of  shares of the  Funds  during  the
particular  time period  shown.  Yield and total  return for the Funds will vary
based on  changes  in the market  conditions  and the level of the  Fund's  (and
classes') expenses,  and no reported  performance figure should be considered an
indication of performance which may be expected in the future.
   
         For the fiscal year ended April 30,  1996,  the  average  annual  total
returns for Class A shares were as follows:  28.65% for the Equity  Growth Fund,
3.28% for the Federal  Securities  Income Fund and 2.60% for the North  Carolina
Tax-Free Bond Fund. The average annual total returns for the same period for the
Class B shares were as follows: 27.71% for the Equity Growth Fund, 2.50% for the
Federal  Securities  Income Fund and 1.84% for the North Carolina  Tax-Free Bond
Fund.

         For the period June 1, 1994 (commencement of operations)  through April
30, 1996, the average annual total returns for



                                     - 41 -

<PAGE>



Class A shares were as follows: 18.51% for the Equity Growth Fund, 4.35% for the
Federal  Securities  Income Fund and 3.35% for the North Carolina  Tax-Free Bond
Fund. For the period June 1, 1994 (commencement of operations) through April 30,
1996,  the  average  annual  total  returns  for Class B shares were as follows:
17.84% for the Equity Growth Fund, 3.56% for the Federal  Securities Income Fund
and 2.58% for the North Carolina Tax-Free Bond Fund.
    
         In connection with  communicating its yields or total return to current
or  prospective  unit  holders,  the Funds also may compare these figures to the
performance  of other mutual funds tracked by mutual fund rating  services or to
other unmanaged indexes which may assume reinvestment of dividends but generally
do not reflect deductions for administrative and management costs.

         Performance  information for the Funds may be compared,  in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index, Dow Jones
Industrial Average, or other unmanaged indices so that investors may compare the
Funds' results with those of a group of unmanaged  securities widely regarded by
investors as  representative  of the securities  markets in general;  (ii) other
groups of mutual  funds  tracked by Lipper  Analytical  Services,  a widely used
independent  research  firm which  ranks  mutual  funds by overall  performance,
investment  objectives,  and assets,  or tracked by other  services,  companies,
publications,  or persons who rank mutual funds on overall  performance or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in a Fund.

         Investors  who  purchase  and  redeem  shares  of the  Funds  through a
customer account maintained at a Service Organization may be charged one or more
of the following  types of fees as agreed upon by the Service  Organization  and
the  investor,  with  respect to the customer  services  provided by the Service
Organization:  account fees (a fixed amount per month or per year);  transaction
fees  (a  fixed  amount  per  transaction   processed);   compensating   balance
requirements  (a minimum  dollar  amount a customer  must  maintain  in order to
obtain the services  offered);  or account  maintenance  fees (a periodic charge
based upon a percentage of the assets in the account or of the dividends paid on
those assets).  Such fees will have the effect of reducing the yield and average
annual total return of the Funds for those investors.

Independent Accountants

         McGladrey & Pullen LLP serves as the independent accountants for the 
Company.  McGladrey & Pullen LLP provides audit services,



                                     - 42 -

<PAGE>


tax return preparation and assistance and consultation in connection with review
of SEC filings.

Counsel

         Dechert Price & Rhoads, 1500 K Street, N.W.,  Washington,  D.C., 20005,
passes upon certain legal matters in connection  with the shares  offered by the
Company and also acts as Counsel to the Company.

Registration Statement

         This SAI and the Prospectus do not contain all the information included
in the Company's  Registration Statement filed with the SEC under the Securities
Act of 1933 with respect to the securities  offered hereby,  certain portions of
which have been omitted  pursuant to the rules and  regulations  of the SEC. The
Registration Statement,  including the exhibits filed therewith, may be examined
at the office of the SEC in Washington, D.C.

         Statements contained herein and in the Prospectus as to the contents of
any contract or other documents referred to are not necessarily  complete,  and,
in each  instance,  reference  is made to the  copy of such  contract  or  other
documents filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.






                                     - 43 -

<PAGE>

   
CENTURA FUNDS, INC.
CENTURA EQUITY GROWTH FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                      MARKET
 SHARES                                                    COST       VALUE
- ---------                                                  ----       ------
<S>         <C>                                       <C>            <C>
            COMMON STOCKS -- 95.4%
            AEROSPACE -- 7.5%
   80,000   Boeing Co..............................   $  4,077,433 $  6,570,000
  100,000   Precision Castparts Corp...............      2,139,836    4,337,500
                                                         ---------   ----------
                                                         6,217,269   10,907,500
                                                         ---------   ----------
            CHEMICALS -- 7.2%
  220,000   Cabot Corp.............................      3,301,090    5,885,000
  125,000   Engelhard Corp.........................      2,974,973    3,140,625
   70,000   Mississippi Chemical Corp..............      1,430,625    1,408,750
                                                         ---------   ----------
                                                         7,706,688   10,434,375
                                                         ---------   ----------
            CAPITAL GOODS -- 4.0%
  130,000   Briggs & Stratton Corp.................      4,564,798    5,898,750
                                                         ---------   ----------
            CAPITAL GOODS/TECHNOLOGY -- 7.6%
   51,500   United Technologies Corp...............      4,522,201    5,690,750
  250,000   Lexmark International Group Inc. Class A*    4,270,964    5,406,250
                                                         ---------    ---------
                                                         8,793,165   11,097,000
                                                         ---------   ----------
            CONSUMER CYCLICALS -- 2.8%
  105,000   Gentex Corp.............................     2,469,875    4,147,500
                                                         ---------    ---------
            CONSUMER & INDUSTRIAL PRODUCTS -- 3.5%
   66,000   General Electric Co.....................     3,141,520    5,115,000
                                                         ---------    ---------
            CONSUMER STAPLE PRODUCTS -- 4.3%
  150,000   Millipore Corp..........................     4,566,572    6,281,250
                                                         ---------    ---------
            ELECTRICAL EQUIPMENT -- 3.1%
  100,000   Amp Inc.................................     3,847,316    4,475,000
                                                         ---------    ---------
            ENERGY -- 4.2%
  113,100   Tosco Corp................................   4,075,359    6,050,850
                                                         ---------    ---------
            ENVIRONMENTAL CONTROL -- 4.8%
   80,000   Molten Metal Technology Corp.*..........     1,783,250    2,580,000
  141,250   Newpark Resources Inc.*.................     2,358,663    4,431,719
                                                         ---------    ---------
                                                         4,141,913    7,011,719
                                                         ---------    ---------
            FINANCIAL SERVICES -- 6.4%
  107,000   American Express Company................     2,958,922    5,189,500
   60,000   Household International Inc.............     2,751,265    4,147,500
                                                         ---------    ---------
                                                         5,710,187    9,337,000
                                                         ---------    ---------
            HEALTHCARE MANAGEMENT -- 3.2%
  100,000   Medaphis Corp.*.........................     3,348,977    4,612,500
                                                         ---------    ---------
</TABLE>

See accompanying notes to financial statements.
<PAGE>
CENTURA FUNDS, INC.
CENTURA EQUITY GROWTH FUND
PORTFOLIO OF INVESTMENTS -- (CONTINUED)
APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                        MARKET
 SHARES                                                   COST          VALUE
- ---------                                                 ----          ------
<S>         <C>                                       <C>          <C>
 
            COMMON STOCKS -- (CONTINUED)
            INSURANCE -- 6.7%
   90,000   Jefferson Pilot Corp..............        $  3,092,260 $  4,747,500
  150,000   Provident Companies Inc.............         3,503,250    5,081,250
                                                         ---------    ---------
                                                         6,595,510    9,828,750
                                                         ---------    ---------
            MINING -- 4.8%
  100,000   Potash Corp...........................       3,246,552    7,050,000
                                                         ---------    ---------
            PHARMACEUTICALS -- 6.1%
   50,000   Guilford Pharmaceuticals Inc.*........       1,066,570    1,275,000
   65,000   Rhone-Poulenc Rorer Inc...............       3,100,173    4,030,000
   75,000   Watson Pharmaceuticals Inc.*..........       2,917,500    3,562,500
                                                         ---------    ---------
                                                         7,084,243    8,867,500
                                                         ---------    ---------
            RAW MATERIALS -- 3.9%
  100,000   Nucor Inc.............................       5,994,600    5,625,000
                                                         ---------    ---------
            RETAIL-SPECIALTY LINE -- 2.5%
   99,000   Autozone Inc.*........................       2,333,525    3,613,500
                                                         ---------    ---------
            TECHNOLOGY -- 8.1%
  100,000   Applied Materials Inc.*...............       5,061,900    4,000,000
   75,000   Computer Sciences Corp.*..............       4,469,010    5,550,000
   75,000   Madge Networks N.V.*..................       2,115,925    2,212,500
                                                         ---------    ---------
                                                        11,646,835   11,762,500
                                                        ----------   ----------
            TEXTILES -- 3.7%
  200,000   Unifi Inc.............................       4,709,400    5,375,000
                                                         ---------    ---------
            TRUCKING & LEASING -- 1.0%
  111,000   Celadon Group Inc.*...................       1,515,552    1,470,750
                                                         ---------    ---------
            TOTAL COMMON STOCKS...................     101,709,856  138,961,444
                                                       -----------  -----------
            U.S. TREASURY BILL -- 2.7%
4,000,000   U.S. Treasury Bill due 5/30/96........       3,984,445    3,984,445
                                                         ---------    ---------
            MONEY MARKET FUNDS -- 4.8%
3,264,880   Financial Square Prime Obligations 
               Portfolio..........................       3,264,880    3,264,880
3,635,190   Temp Investment Fund..................       3,635,190    3,635,190
                                                         ---------    ---------
            TOTAL MONEY MARKET FUNDS..............       6,900,070    6,900,070
                                                       -----------  -----------
            TOTAL INVESTMENTS -- 102.9%...........    $112,594,371+$149,845,959
                                                      ============
            LIABILITIES IN EXCESS OF CASH AND OTHER
              ASSETS -- (2.9)%....................                   (4,197,558)
                                                                    ------------
            NET ASSETS -- 100.0%..................                 $145,648,401
                                                                   =============
</TABLE>
- ---------------
* Non-income producing securities.
+ The cost for Federal income tax purposes is substantially the
same.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
CENTURA FEDERAL SECURITIES INCOME FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>
                                                           PRINCIPAL                       MARKET
                                                            AMOUNT           COST          VALUE
                                                           ---------     ------------   -----------
<S>                                                      <C>             <C>            <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 21.6%
FEDERAL HOME LOAN BANK -- 4.6%
  7.89%, 12/23/97........................................$  2,000,000    $  2,000,000    $  2,066,640
  7.02%, 07/06/99........................................   3,000,000       2,990,156       3,056,670
                                                                          -----------     -----------
                                                                            4,990,156       5,123,310
                                                                          -----------     -----------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 1.8%
  7.35%, 06/01/05........................................   2,000,000       2,000,000       1,936,960
                                                                          -----------     -----------
FEDERAL FARM CREDIT BANK -- 7.9%
  5.94%, 01/23/01........................................   3,000,000       2,998,125       2,900,279
  5.79%, 03/01/99........................................   1,141,304       1,109,903       1,121,377
  6.04%, 01/19/06........................................   5,000,000       5,036,075       4,664,999
                                                                          -----------     -----------
                                                                            9,144,103       8,686,655
                                                                          -----------     -----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 7.3%
  7.29%, 09/22/99........................................   2,000,000       1,982,692       2,026,060
  7.40%, 07/01/04........................................   3,000,000       3,168,584       3,086,370
  7.47%, 05/03/06........................................   3,000,000       3,000,000       2,962,680
                                                                          -----------     -----------
                                                                            8,151,276       8,075,110
                                                                          -----------     -----------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS.................                  24,285,535      23,822,035
                                                                          -----------     -----------
U.S. TREASURY NOTES -- 72.6%
  6.125%, 12/31/96.......................................   5,000,000       5,008,486       5,021,000
  6.875%, 04/30/97.......................................   5,000,000       5,044,437       5,057,599
  5.500%, 09/30/97.......................................   5,000,000       4,945,388       4,975,600
  5.250%, 07/31/98.......................................   5,000,000       4,876,626       4,912,400
  7.125%, 10/15/98.......................................   5,000,000       5,039,042       5,112,749
  5.125%, 12/31/98.......................................   5,000,000       4,794,120       4,872,849
  6.375%, 01/15/99.......................................   5,000,000       4,959,223       5,023,350
  7.000%, 04/15/99.......................................   5,000,000       5,011,541       5,103,600
  6.000%, 10/15/99.......................................   5,000,000       4,881,330       4,963,000
  8.500%, 02/15/00.......................................   5,000,000       5,152,629       5,357,899
  7.125%, 02/29/00.......................................   5,000,000       4,977,031       5,127,499
  5.250%, 01/31/01.......................................   2,000,000       1,977,365       1,908,420
  5.750%, 08/15/03.......................................   5,000,000       4,868,700       4,753,850
  7.875%, 11/15/04.......................................   5,000,000       5,345,211       5,377,100
  6.500%, 05/15/05.......................................   5,000,000       5,118,049       4,932,799
  6.500%, 08/15/05.......................................   5,000,000       4,976,562       4,931,000
  5.625%, 02/15/06.......................................   3,000,000       2,832,606       2,780,970
                                                                          -----------     -----------
TOTAL U.S. TREASURY NOTES................................                  79,808,346      80,211,684
                                                                          -----------     -----------
MONEY MARKET FUND -- 4.8%
  Goldman Sachs Institutional Treasury Instrument
    Portfolio............................................   5,327,978       5,327,978       5,327,978
                                                                          -----------     -----------
TOTAL INVESTMENTS -- 99.0%...............................                $109,421,859+   $109,361,697
                                                                          ===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.0%...                                   1,115,980
                                                                                          -----------
NET ASSETS -- 100%.......................................                                $110,477,677
                                                                                          ===========
</TABLE>
- ---------------
+ The cost for Federal income tax purposes is substantially the same.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
CENTURA NORTH CAROLINA TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>
 CREDIT                                                    PRINCIPAL                       MARKET
RATINGS*                                                    AMOUNT           COST          VALUE
- --------                                                   ---------     ------------    ----------
<S>        <C>                                            <C>            <C>             <C>
           NORTH CAROLINA MUNICIPAL OBLIGATIONS -- 96.2%
Aa/AA-     Alamance County UTGO, 5.70%, 05/01/96.........$    350,000    $    350,000    $    350,014
Aa/AA-     Buncombe County UTGO, Refunding, 5.00%,
             03/01/01....................................   1,000,000       1,013,163       1,020,000
Aa/AA-     Catawba County UTGO, 4.60%, 06/01/03..........   1,000,000       1,004,127         993,750
Aa/AA-     Catawba County UTGO, 4.60%, 06/01/05..........   1,000,000         983,187         982,500
Aaa/AAA    Charlotte UTGO, Refunding, 5.10%, 06/01/09....   1,500,000       1,492,740       1,464,375
Aa/AA      Charlotte Mecklenberg Hospital Authority
             Health Care System, Revenue, Refunding,
             5.20%, 01/01/97.............................     200,000         200,261         201,630
Aa/AA      Charlotte Mecklenberg Hospital Authority
             Health Care System, Revenue, Refunding,
             6.00%, 01/01/04.............................   1,000,000         996,867       1,058,750
Aaa/AAA    Cleveland County UTGO, (FGIC), Refunding,
             5.10%, 06/01/07.............................   1,000,000       1,000,000         976,250
Aaa/AAA    Concord Utility System, Revenue, (MBIA),
             4.80%, 12/01/03.............................     500,000         500,000         493,125
Aaa/AAA    Concord Utility System, Revenue, (MBIA),
             4.90%, 12/01/04.............................     500,000         500,000         492,500
Aaa/AAA    Cumberland County Civic Center Project, Series
             A, COPS, (AMBAC), 6.20%, 12/01/07...........   1,535,000       1,550,374       1,630,937
Aaa/AAA    Durham County UTGO, 5.40%, 02/01/99...........   1,200,000       1,220,898       1,234,500
Aa1/AAA    Durham City UTGO, 5.00%, 02/01/11.............   1,540,000       1,540,000       1,451,450
Aaa/AAA    Fayetteville Public Works, Series A, Revenue,
             (AMBAC), 5.25%, 03/01/08....................   1,280,000       1,274,326       1,252,800
Aa1/AAA    Forsyth County Public Improvement UTGO, 4.75%,
             02/01/10....................................   1,000,000         994,920         930,000
Aa1/AAA    Forsyth County Public Improvement UTGO, 4.75%,
             02/01/11....................................   1,000,000         968,770         917,500
Aaa/AAA    Gaston County UTGO, (MBIA),
             5.70%, 03/01/04.............................     850,000         863,318         892,500
Aaa/AAA    Gaston County UTGO, (MBIA),
             5.70%, 03/01/05.............................   1,000,000       1,031,465       1,046,250
Aaa/AAA    Gastonia UTGO, (FGIC), 5.20%, 04/01/01........     700,000         699,260         717,500
Aa1/AAA    Greensboro Public Improvement, Series B, UTGO,
             5.40%, 04/01/04.............................   1,000,000         996,460       1,027,500
Aa1/AA+    Guilford County UTGO, Refunding, 4.90%,
             04/01/01....................................   1,000,000       1,021,793       1,013,750
Aaa/AAA    Mecklenberg County GO, 4.70%, 03/01/00........   1,000,000       1,010,462       1,010,000
Aaa/AAA    Mecklenberg County GO, 4.70%, 03/01/02........   1,000,000       1,004,998       1,005,000
Aa/A+      New Hanover County Solid Waste UTGO,
             Refunding, 4.80%, 09/01/07..................   1,000,000         949,953         952,500
Aaa/AAA    North Carolina Municipal Power Agency #1,
             Catawba Electric Revenue, (MBIA) (IBC),
             Refunding, 5.25%, 01/01/09..................   1,500,000       1,415,610       1,481,250
Aaa/AAA    North Carolina Capital Improvement, Series A,
             UTGO, 4.70%, 02/01/02.......................   1,000,000         988,610       1,001,250
Aaa/AAA    North Carolina Capital Improvement, Series A,
             UTGO, 4.70%, 02/01/04.......................     950,000         947,005         938,125
A1/A+      Onslow County UTGO, 5.60%, 03/01/05...........   1,000,000       1,020,802       1,032,500
</TABLE>

See accompanying notes to financial statements.
<PAGE>
CENTURA FUNDS, INC.
CENTURA NORTH CAROLINA TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>
 CREDIT                                                    PRINCIPAL                       MARKET
RATINGS*                                                    AMOUNT           COST           VALUE
- --------                                                   ---------      ----------     ----------
<S>        <C>                                           <C>             <C>             <C>
           NORTH CAROLINA  MUNICIPAL  OBLIGATIONS -- (CONTINUED)
Aa1/AA+    Orange County UTGO, Refunding, 5.10%,
             06/01/03....................................$  1,050,000    $  1,052,995    $  1,074,937
Aa/AA-     Pitt County UTGO, Refunding,
             5.10%, 02/01/06.............................   1,000,000       1,011,468       1,000,000
Aaa/AAA    Raleigh UTGO, Refunding, 6.40%, 03/01/02......   1,250,000       1,351,077       1,354,688
Aa/AA      University of North Carolina, Utility System
             Revenue, Refunding, 5.00%, 08/01/09.........   1,460,000       1,432,263       1,388,825
Aa/AA      University of North Carolina at Chapel Hill,
             Hospital Revenue, 4.35%, 02/15/02...........   1,000,000       1,000,000         981,250
Aa/AA      University of North Carolina at Chapel Hill,
             Hospital Revenue, 4.45%, 02/15/03...........   1,000,000       1,000,000         978,750
Aaa/AAA    Wake County UTGO, Refunding, 4.50%, 02/01/06..   2,000,000       2,000,000       1,922,500
Aaa/AAA    Wake County Hospital Revenue, (MBIA),
             4.50%, 10/01/03.............................   1,200,000       1,124,517       1,165,500
A/A        Wilkes County UTGO, Refunding, 5.20%,
             06/01/05....................................   1,275,000       1,275,000       1,271,813
Aa/AA+     Winston-Salem Water & Sewer System, Revenue,
             6.30%, 06/01/06.............................   1,000,000       1,084,894       1,078,750
                                                                          -----------     -----------
           TOTAL MUNICIPAL OBLIGATIONS...................                  39,871,583      39,785,219
                                                                          -----------     -----------
           MONEY MARKET  FUNDS -- 4.8%
           Institutional Liquid Assets Tax Exempt Fund...     968,472         968,472         968,472
           North Carolina Municipal Money Market Fund....   1,003,140       1,003,140       1,003,140
                                                                          -----------     -----------
           TOTAL MONEY MARKET FUNDS......................                   1,971,612       1,971,612
                                                                          -----------     -----------
           TOTAL INVESTMENTS -- 101.0%...................                 $41,843,195+    $41,756,831
                                                                          ============
           LIABILITIES IN EXCESS OF CASH AND OTHER
             ASSETS -- (1.0)%............................                                    (427,611)
                                                                                          -----------
           NET ASSETS -- 100.0%..........................                                 $41,329,220
                                                                                          ===========
</TABLE>
- ---------------
* See page 8 for Credit Ratings.

+ The cost for Federal income tax purposes is substantially the same.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
FOOTNOTES TO PORTFOLIOS
APRIL 30, 1996

* Credit Ratings (unaudited) given by Moody's Investors Service Inc. and 
Standard & Poor's Corporation.

<TABLE>
<CAPTION>
      MOODY'S   STANDARD & POOR'S
      -------   -----------------
<S>   <C>       <C>                   <C>
       Aaa         AAA                Instrument judged to be of the highest quality and
                                      carrying the smallest amount of investment risk.
       Aa           AA                Instrument judged to be of high quality by all standards.
       A            A-                Instrument judged to be adequate by all standards.
       NR           NR                Not Rated. In the opinion of the Investment Adviser,
                                      instrument judged to be of comparable investment quality to
                                      rated securities which may be purchased by the Fund.
</TABLE>

Items which possess the strongest  investment  attributes of their  category are
given  that  letter  rating  followed  by a number.  Moody's  applies  numerical
modifiers to designate relative standing within the generic ratings categories.
The Standard & Poor's ratings may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.

ABBREVIATIONS USED IN THE PORTFOLIOS:

<TABLE>

<S>                           <C>
AMBAC.......................  American Municipal Bond Assurance Corporation
COPS........................  Certificates of Participation
FGIC........................  Financial Guaranty Insurance Corporation
GO..........................  General Obligation
MBIA........................  Municipal Bond Insurance Association
UTGO........................  Unlimited Tax General Obligation
</TABLE>

Investment percentages shown are calculated as a percentage of net assets.
Institutions shown in parenthesis have entered into credit support agreement
with the issuer.

See accompanying notes to financial statements.

<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES
APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                                  CENTURA          CENTURA
                                                               CENTURA            FEDERAL           NORTH
                                                               EQUITY            SECURITIES        CAROLINA
                                                               GROWTH             INCOME           TAX-FREE
                                                                FUND               FUND           BOND FUND
                                                             ----------         -----------       ---------
<S>                                                          <C>                <C>               <C>
ASSETS:
Investments in securities, at value
  (identified cost -- $112,594,371,
  $109,421,859, and $41,843,195,respectively)(Note 2a).....  $149,845,959       $109,361,697      $ 41,756,831
Cash.......................................................            --                 --            86,176
Dividends and interest receivable..........................        81,325          1,709,793           545,787
Receivable for Fund shares sold............................       102,487                443                --
Unamortized organization cost (Note 2e)....................        22,730             30,061            10,021
Other assets...............................................        12,500                 --                --
                                                              -----------        -----------       -----------
    Total Assets...........................................   150,065,001        111,101,994        42,398,815
                                                              -----------        -----------       -----------
LIABILITIES:
Payable for investments purchased..........................     4,134,300                 --         1,013,094
Payable for Fund shares purchased..........................            69                 --               100
Payable to custodian for Fund disbursements................       106,428            510,847                --
Investment advisory fee payable............................        81,371             27,184            17,500
Administration fee payable.................................        17,437             13,592            16,500
Transfer agency fee payable................................         8,535              1,719             1,695
12B-1 Distribution fee payable.............................         5,886                274               995
Accrued expenses and other expenses........................        62,574             70,701            19,711
                                                              -----------        -----------       -----------
    Total Liabilities......................................     4,416,600            624,317         1,069,595
                                                              -----------        -----------       -----------
NET ASSETS.................................................  $145,648,401       $110,477,677      $ 41,329,220
                                                              ===========        ===========       ===========
NET ASSETS:
  Shares of beneficial interest outstanding
  (par value $.001 per share)
   450,000,000 shares authorized (Note 9)..................  $     10,180       $     11,040      $      4,118
  Additional paid-in capital...............................   105,460,769        110,487,788        41,049,883
  Accumulated net realized capital gain/(loss)
   on investments..........................................     2,925,864             39,011           361,583
  Net unrealized appreciation (depreciation)
    on investments (Note 7)................................    37,251,588            (60,162)          (86,364)
                                                              -----------        ------------      -----------
                                                             $145,648,401       $110,477,677      $ 41,329,220
                                                              ===========        ===========       ===========
CLASS A:
  Net Assets...............................................  $  5,740,390       $    526,374      $  3,927,049
  Shares Outstanding.......................................       401,069             52,606           391,286
  Net Asset Value Per Share................................        $14.31             $10.01            $10.04
                                                                  =======             ======            ======
  Maximum Offering Price Per Share
    ($14.31/.955, $10.01/.9725 and
    $10.04/.9725, respectively)............................        $14.98             $10.29            $10.32
                                                                   ======             ======            ======
CLASS B:
  Net Assets...............................................  $  6,193,920       $    176,326      $    392,677
  Shares Outstanding.......................................       434,840             17,625            39,131
  Net Asset Value Per Share................................        $14.24             $10.01            $10.04
                                                                   ======             ======            ======
CLASS C:
  Net Assets...............................................  $133,714,091       $109,774,977      $ 37,009,494
  Shares Outstanding.......................................     9,344,335         10,969,624         3,687,751
  Net Asset Value Per Share................................        $14.31             $10.01            $10.04
                                                                   ======             ======            ======
</TABLE>

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                                                   CENTURA
                                                               CENTURA            CENTURA           NORTH
                                                               EQUITY             FEDERAL         CAROLINA
                                                               GROWTH           SECURITIES        TAX-FREE
                                                                FUND            INCOME FUND       BOND FUND
                                                              ---------         -----------       ---------
<S>                                                          <C>                <C>               <C>
INVESTMENT INCOME:
  Interest.................................................  $   447,689        $ 6,743,376       $ 1,877,603
  Dividends................................................    1,362,901                 --                --
                                                              ----------         ----------        ----------
     Total income..........................................    1,810,590          6,743,376         1,877,603
                                                              -----------        ----------        ----------
EXPENSES:
  Advisory (Note 3)........................................      802,888            312,098           138,274
  Administrative services (Note 4).........................      172,047            156,049            59,260
  Fund accounting (Note 5).................................       32,848             33,981            41,369
  Registration.............................................       13,842              9,917             5,297
  Custodian (Note 5).......................................       28,109             24,580            12,503
  Reports to shareholders..................................       22,666              8,799             7,872
  Audit....................................................       12,872             15,500             6,205
  Shareholder services (Note 5)............................       38,623              7,326             6,452
  Directors fees & expenses................................        7,920              7,920             7,920
  Legal....................................................       13,754             12,851             4,910
  Insurance................................................        8,569              9,611             3,623
  Amortization of organization expenses....................        7,386              9,772             3,257
  12B-1 Distribution fee-class A (Note 5)..................        7,215                888             5,259
  12B-1 Distribution fee-class B (Note 5)..................       33,942              1,696             3,168
  Miscellaneous............................................       24,609             29,253            19,510
                                                              ----------         ----------        ----------
     Total expenses before waivers.........................    1,227,290            640,241           324,879
     Less: Expenses waived by
       Adviser/Administrator (Notes 3 and 4)...............           --                 --          (142,535)
                                                              ----------         ----------        ----------
  Net expenses.............................................    1,227,290            640,241           182,344
                                                              ----------         ----------        ----------
Net investment income (Note 2d)............................      583,300          6,103,135         1,695,259
                                                              ----------         ----------        ----------
REALIZED AND UNREALIZED GAIN/(LOSS)ON INVESTMENTS:
  Net realized gain on investments.........................    5,486,387            304,345           792,820
  Net change in unrealized
     appreciation/(depreciation) on
     investments (Note 7)..................................   28,573,774           (266,951)         (318,669)
                                                              ----------         ----------        ----------
  Net realized and unrealized gains on
     investments...........................................   34,060,161             37,394           474,151
                                                              ----------         ----------        ----------
Net increase in net assets resulting
  from operations..........................................  $34,643,461        $ 6,140,529       $ 2,169,410
                                                              ==========         ==========        ==========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                          CENTURA FEDERAL SECURITIES
                                                CENTURA EQUITY GROWTH FUND                        INCOME FUND
                                             -------------------------------           -------------------------------
                                                              FOR THE PERIOD                            FOR THE PERIOD
                                             FOR THE YEAR      JUNE 1, 1994*           FOR THE YEAR     JUNE 1, 1994*
                                                 ENDED            THROUGH                 ENDED            THROUGH
                                            APRIL 30, 1996    APRIL 30, 1995          APRIL 30, 1996    APRIL 30, 1995
                                            --------------    --------------          --------------    --------------
<S>                                         <C>               <C>                     <C>               <C>
INCREASE IN NET ASSETS:
  Net investment income...................  $    583,300     $    515,377             $  6,103,135      $  4,728,278
  Net realized gain/(loss) on nvestments..     5,486,387       (2,101,969)                 304,345          (265,334)
  Net change in unrealized appreciation/
    (depreciation) on investments.........    28,573,774        8,677,814                 (266,951)          206,789
                                             -----------      -----------              -----------       -----------
Net increase in net assets resulting from
  operations..............................    34,643,461        7,091,222                6,140,529         4,669,733
                                             -----------      -----------              -----------       -----------
DISTRIBUTIONS FROM NET INVESTMENT INCOME:
    Class A...............................        (9,804)          (4,155)                 (19,788)           (9,413)
    Class B...............................        (1,144)          (2,648)                  (8,208)           (2,099)
    Class C...............................      (572,220)        (508,706)              (6,075,139)       (4,716,766)
                                             -----------      -----------              -----------       -----------
  Total distributions from net
    investment income (Note 2d)...........      (583,168)        (515,509)              (6,103,135)       (4,728,278)
                                             -----------      -----------              -----------       -----------
DISTRIBUTIONS FROM CAPITAL GAINS:
    Class A...............................       (12,445)              --                       --                --
    Class B...............................       (14,106)              --                       --                --
    Class C...............................      (432,003)              --                       --                --
                                             -----------      -----------              -----------       -----------
  Total distributions from capital gains..      (458,554)              --                       --                --
                                             -----------      -----------              -----------       -----------
Total Distributions.......................    (1,041,722)        (515,509)              (6,103,135)       (4,728,278)
                                             -----------      -----------              -----------       -----------
CAPITAL SHARE TRANSACTIONS:
  Proceeds from sales of shares:
    Class A...............................     3,996,812        1,039,671                  296,512           247,553
    Class B...............................     3,972,644        1,363,221                  112,249           104,640
    Class C...............................    34,342,658       87,017,254               28,545,692       102,532,024
                                             -----------      -----------              -----------       -----------
  Total proceeds from sales of shares.....    42,312,114       89,420,146               28,954,453       102,884,217
                                             -----------      -----------              -----------       -----------
  Proceeds of shares issued in 
    reinvestment of dividends:
    Class A...............................        22,225            4,155                   19,767             9,387
    Class B...............................        15,094            2,648                    8,047             2,097
    Class C...............................       712,210          398,366                3,621,321         2,763,205
                                             -----------      -----------              -----------       -----------
  Total proceeds of shares issued in
    reinvestment of dividends.............       749,529          405,169                3,649,135         2,774,689
                                             -----------      -----------              -----------       -----------
  Cost of shares redeemed:
    Class A...............................      (127,873)        (171,707)                 (31,434)          (21,587)
    Class B...............................      (168,362)        (127,493)                 (61,464)               --
    Class C...............................   (17,052,874)      (9,801,033)             (16,242,864)      (11,439,650)
                                             -----------      -----------              -----------       -----------
  Total cost of shares redeemed...........   (17,349,109)     (10,100,233)             (16,335,762)      (11,461,237)
                                             -----------      -----------              -----------       -----------
Net increase in net assets from
  capital share transactions (Note 8).....    25,712,534       79,725,082               16,267,826        94,197,669
                                            ------------      -----------              -----------       -----------
  Total increase in net assets............    59,314,273       86,300,795               16,305,220        94,139,124

NET ASSETS:
  Beginning of period.....................    86,334,128           33,333               94,172,457            33,333
                                             -----------      -----------              -----------       -----------
  End of period+..........................  $145,648,401     $ 86,334,128             $110,477,677      $ 94,172,457
                                             ============     ===========              ===========       ===========
</TABLE>

* Fund commenced investment operations on June 1, 1994.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)

<TABLE>
<CAPTION>
                                                                                CENTURA
                                                                            NORTH CAROLINA
                                                                           TAX-FREE BOND FUND
                                                                   --------------------------------
                                                                                    FOR THE PERIOD
                                                                   FOR THE YEAR     JUNE 1, 1994*
                                                                       ENDED           THROUGH
                                                                  APRIL 30, 1996    APRIL 30, 1995
                                                                  --------------    --------------
<S>                                                               <C>               <C>
INCREASE IN NET ASSETS:
  Net investment income.......................................... $  1,695,259      $  1,299,735
  Net realized gain/(loss) on investments........................      792,820          (137,684)
  Net change in unrealized appreciation/(depreciation) on
    investments..................................................     (318,669)          232,305
                                                                   -----------       -----------
Net increase in net assets resulting
  from operations................................................    2,169,410         1,394,356
                                                                   -----------       -----------
DISTRIBUTIONS FROM NET INVESTMENT INCOME:
    Class A......................................................      (82,525)          (18,457)
    Class B......................................................      (10,750)           (8,666)
    Class C......................................................   (1,601,984)       (1,272,612)
                                                                   -----------       -----------
  Total distributions from net
    investment income (Note 2d)..................................   (1,695,259)       (1,299,735)
                                                                   -----------       -----------
DISTRIBUTIONS FROM CAPITAL GAINS:
    Class A......................................................      (17,195)               --
    Class B......................................................       (2,298)               --
    Class C......................................................     (274,060)               --
                                                                   -----------       -----------
  Total distributions from capital gains.........................     (293,553)               --
                                                                   -----------       -----------
Total Distributions..............................................   (1,988,812)       (1,299,735)
                                                                   -----------       -----------
CAPITAL SHARE TRANSACTIONS:
  Proceeds from sales of shares:
    Class A......................................................    3,531,762           759,168
    Class B......................................................      231,490           280,551
    Class C......................................................   12,172,633        43,283,109
                                                                   -----------       -----------
  Total proceeds from sales of shares............................   15,935,885        44,322,828
                                                                   -----------       -----------
  Proceeds of shares issued in reinvestment of dividends:
    Class A......................................................      100,014            16,577
    Class B......................................................        9,265             2,959
    Class C......................................................       45,725            53,208
                                                                   -----------       -----------
  Total proceeds of shares issued in
    reinvestment of dividends....................................      155,004            72,744
                                                                   -----------       -----------
  Cost of shares redeemed:
    Class A......................................................      (94,372)         (351,699)
    Class B......................................................     (122,233)          (20,586)
    Class C......................................................  (10,314,437)       (8,562,467)
                                                                   -----------       -----------
  Total cost of shares redeemed..................................  (10,531,042)       (8,934,752)
                                                                   -----------       -----------
Net increase in net assets from
  capital share transactions (Note 8)............................    5,559,847        35,460,820
                                                                   -----------       -----------
  Total increase in net assets...................................    5,740,445        35,555,441

NET ASSETS:
  Beginning of period............................................   35,588,775            33,334
                                                                   -----------       -----------
  End of period.................................................. $ 41,329,220      $ 35,588,775
                                                                   ===========       ===========
</TABLE>

* Fund commenced investment operations on June 1, 1994.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1996

     1.  DESCRIPTION -- Centura Funds,  Inc. (the "Company") is registered under
the  Investment  Company  Act of 1940,  as amended,  as an  open-end  management
investment  company,  organized under the laws of the State of Maryland on March
1, 1994. The company currently consists of three separate investment portfolios:
Centura Equity Growth Fund,  Centura Federal Securities Income Fund, and Centura
North  Carolina  Tax-Free  Bond  Fund  (collectively,  the  "Funds").  The Funds
commenced  operations on June 1, 1994,  and prior to that date had no operations
other than organization matters.

     The Centura Equity Growth Fund seeks to achieve its investment objective of
long-term capital appreciation by investing in a diversified portfolio comprised
mainly of publicly traded common and preferred stocks and securities convertible
into or exchangeable for common stock.

     The  Centura  Federal  Securities  Fund  seeks to  achieve  its  investment
objective of providing  relatively high current income  consistent with relative
stability of principal and safety by investing primarily in securities issued by
the U.S. Government, its agencies and instrumentalities.

     The  Centura  North  Carolina  Tax-Free  Bond  Fund  seeks to  achieve  its
investment objective of providing relatively high current income that is free of
both  Federal and North  Carolina  personal  income tax together  with  relative
safety of  principal  by  investing  primarily  in a portfolio  of high  quality
municipal securities.

     The Funds each have three  classes of shares  known as Class A, Class B and
Class C. Class A shares are offered  with a maximum  front-end  sales  charge of
4.50% for the Centura Equity Growth Fund, 2.75% for the Centura Federal
securities  Income Fund and 2.75% for the Centura North  Carolina  Tax-Free Bond
Fund.  Class B shares  are  offered  with a  contingent  deferred  sales  charge
("CDSC")  declining from a maximum in the first year after purchase of 4.50% for
Centura Equity Growth Fund and 2.75% for each of the other Funds to a minimum in
the fifth year after  purchase of 0.90% for Centura Equity Growth Fund and 0.55%
for each of the other Funds. This charge is imposed if shareholders redeem their
shares  within  five  years  from the date of  purchase.  The CDSC is  waived in
certain cases. On the seventh anniversary of their purchase date, Class B shares
convert  automatically  to  Class  A  shares,  which  bear a lower  Service  and
Distribution  Fee.  The  front-end  sales  charge  is  not  applied  to  certain
categories  of  investors  in Class A  shares.  Class C shares  are  offered  to
accounts   managed  by  the  Adviser's   Trust   Department  and  to  non-profit
Institutions  who  invest at least  $100,000,  and  there is no sales  charge or
contingent deferred sales charge imposed on this Class.

     2. SIGNIFICANT ACCOUNTING POLICIES -- The following is a summary of the
significant accounting policies followed by the Funds:

     a. Security  Valuation  Securities  listed on an exchange are valued on the
basis of the last sale  prior to the time the  valuation  is made.  If there has
been no sale since the  immediately  previous  valuation,  then the  current bid
price is used.  Quotations  are taken from the  exchange  where the  security is
primarily traded. Over-the-counter securities are valued on the basis of

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

the bid price at the close of business on each business day.  Securities for
which market quotations are not readily available are valued at fair value as
determined  in good  faith by or at the  direction  of the  Board of  Directors.
Notwithstanding the above, bonds and other fixed-income securities are valued by
using market  quotations and may be valued on the basis of prices  provided by a
pricing service approved by the Board of Directors.  Short-term  securities with
remaining maturities of 60 days or less are valued at amortized cost.

     b.  Investment  Transactions  Transactions  are recorded on the trade date.
Identified  cost of investments  sold is used for both  financial  statement and
Federal income tax purposes.  Interest  income,  including the  amortization  of
discount or premium,  is recorded  as  accrued.  Dividends  are  recorded on the
ex-dividend date.

     c. Federal  Income  Taxes Each Fund's  policy is to qualify as a "regulated
investment  company" under Subchapter M of the Internal Revenue Code of 1986, as
amended. By so qualifying, the Funds will not be subject to Federal income taxes
to the extent  that they  distribute  taxable  and  tax-exempt  income for their
fiscal  year.  The Funds also intend to meet the  distribution  requirements  to
avoid the payment of an excise tax.

     d. Dividends To  Shareholders  Centura Equity Growth Fund declares and pays
dividends of  substantially  all of its net investment  income monthly.  Centura
Federal  Securities  Income Fund and Centura North  Carolina  Tax-Free Bond Fund
declare  dividends of substantially all of their net investment income daily and
pay those  dividends  monthly.  Each Fund will  distribute,  at least  annually,
substantially all net capital gains, if any, earned by such Fund.  Distributions
to shareholders  are recorded on the  ex-dividend  date. The amount of dividends
and   distributions  are  determined  in  accordance  with  federal  income  tax
regulations  which may differ from  generally  accepted  accounting  principles.
These "book/tax" differences are either considered temporary or permanent in 
nature.  To the extent these  differences are permanent in nature,  such amounts
are  reclassified  within the capital  accounts based on their federal tax basis
treatment; temporary differences do not require reclassification.  Dividends and
distributions  which exceed net investment income and net realized capital gains
for  financial  reporting  purposes  but not for tax  purposes  are  reported as
dividends in excess of net investment  income or  distributions in excess of net
realized capital gains.

     e. Organization Expenses Costs incurred in connection with the organization
and initial  registration  of the Company,  which have been allocated  among the
Funds,  have been deferred and are being  amortized  over a sixty-month  period,
beginning with each Fund's commencement of operations.

     f.  Determination  of Net Asset Value and  Allocation of Expenses  Expenses
directly  attributable  to a Fund are charged to that Fund;  other  expenses are
allocated  proportionately among each Fund within the Company in relation to the
net assets of each Fund or on another reasonable basis. In calculating net asset
value per share of each class,  investment income, realized and unrealized gains
and losses and expenses other than class specific expenses,  are allocated daily
to each class of shares based upon the proportion of net assets of each class at

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

the beginning of each day. Class specific expenses, as determined under 
applicable law and regulatory policy, are borne by the class incurring the
expense.

     g. Use of Estimates  Estimates and assumptions are required to be made
regarding assets, liabilities, and changes in net assets resulting from
operations  when  financial  statements  are  prepared.  Changes in the economic
environment,  financial  markets and any other  parameters  used in  determining
these estimates could cause actual results to differ from these
amounts.

     3. ADVISER -- Centura Bank is the Fund's Adviser.

     Pursuant to the Advisory Contracts,  the Adviser manages the investments of
the Funds and  continuously  reviews,  supervises  and  administers  the  Funds'
investments.  The Adviser is responsible for placing orders for the purchase and
sale of investment  securities directly with brokers and dealers selected at its
discretion.  The terms of the Advisory  Contracts provide for annual fees at the
following percentages of average daily net assets:

    Centura  Equity  Growth  Fund,  0.70% of average  daily net  assets  Centura
    Federal Securities Income Fund, 0.30% of average daily net assets
    Centura North Carolina Tax-Free Bond Fund, 0.35% of average daily net assets

     For the year  ended  April  30,  1996,  Centura  Bank was  entitled  to and
voluntarily waived advisory fees as listed below:

<TABLE>
<CAPTION>

                                                             ENTITLED    WAIVED

                                                             --------    -------
<S>                                                          <C>         <C>
Centura Equity Growth Fund..............................     $802,888         --
Centura Federal Securities Income Fund..................      312,098         --
Centura North Carolina Tax-Free Bond Fund...............      138,274    $99,774
</TABLE>

     4. ADMINISTRATOR -- The Funds have entered into Administrative Services
Contracts with Furman Selz LLC ("Furman Selz"). Furman Selz provides management
and administrative services necessary for the operations of the Funds, furnishes
office  space and  facilities  required to conduct the business of the Funds and
pays the compensation of the Company's officers affiliated with Furman Selz. The
terms of the Administrative  Services Contracts provide for annual fees of 0.15%
of average daily net assets of each Fund.

     For  the  year  ended  April  30,   1996,   Furman  Selz  was  entitled  to
administrative services fees as listed below:

<TABLE>
<CAPTION>

                                                               FURMAN     FURMAN
                                                                SELZ       SELZ
                                                              ENTITLED    WAIVED
                                                              --------    ------
<S>                                                           <C>         <C>
Centura Equity Growth Fund..............................      $172,047        --
Centura Federal Securities Income Fund..................       156,049        --
Centura North Carolina Tax-Free Bond Fund...............        59,260   $42,761
</TABLE>

     5. OTHER  TRANSACTIONS WITH AFFILIATES -- Furman Selz is transfer agent for
the Funds. Under a Transfer Agency Agreement, Furman Selz provides personnel and
facilities  to  perform  shareholder   servicing  and  transfer  agency  related
services. Furman Selz receives a per

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

account fee and  reimbursement  for out of pocket  expenses in  connection  with
shareholder  servicing.  For the year ended April 30,  1996,  Furman Selz earned
transfer agent fees and out-of-pocket expenses of $38,623, $7,326 and $6,452 for
the Equity Growth Fund, Federal Securities Income Fund and North Carolina
Tax-Free Bond Fund, respectively.

     Furman Selz also provides fund accounting  services to the Funds. The Funds
each pay $2,500 per month to Furman Selz for performing fund accounting.  Furman
Selz is also reimbursed for out of pocket expenses relating to fund accounting. 
For the year ended April 30,  1996,  Furman  Selz earned  $32,848 for the Equity
Growth Fund,  $33,981 for the Federal Securities Income Fund and $41,369 for the
North Carolina Tax-Free Bond Fund.

     Centura Funds Distributor, Inc. acts as the Funds' Distributor. The
Distributor is an affiliate of the Funds' Administrator, Furman Selz, and was
formed specifically to distribute the Funds. (See "The Administrator".)

     Each of the Funds has adopted a service and distribution  plan (the "Plan")
with  respect  to its Class A and Class B shares.  The Plans  provide  that each
class of shares will pay the Distributor a fee calculated as a percentage of the
value of average daily net assets of that class as  reimbursement  for its costs
incurred in financing certain  distribution and shareholder  service  activities
related to that class.

     CLASS A PLAN.  The Class A Plan  provides  for payments by each Fund to the
Distributor  at an annual  rate not to exceed  0.50% of the Fund's  average  net
assets  attributable to its Class A shares.  Such fees may include a Service Fee
totalling up to 0.25% of the average annual net assets  attributable to a Fund's
Class A shares.  Service Fees are paid to securities dealers and other financial
institutions for maintaining shareholder accounts and providing related services
to  shareholders.  During the current  fiscal year the Adviser has undertaken to
limit 12b-1 fees for Class A shares to 0.25%. For the year ended April 30, 1996,
Centura Funds Distributor,  Inc. earned distribution fees for Class A of $7,215,
$888 and $5,259 for the Equity Growth Fund, Federal Securities Income Fund and
North Carolina Tax-Free Bond Fund, respectively. In addition, the Distributor
also retains a portion of the front-end sales charge.

     CLASS B PLAN.  The Class B Plan  provides  for  payments by the Fund to the
Distributor  at an annual  rate not to exceed  1.00% of the Fund's  average  net
assets  attributable to its Class B shares.  Such fees may include a Service Fee
totalling up to 0.25% of the average annual net assets  attributable to a Fund's
Class B shares.  For the year ended April 30, 1996,  Centura Funds  Distributor,
Inc. earned distribution fees for Class B of $33,942,  $1,696 and $3,168 for the
Equity Growth Fund,  Federal  Securities Income Fund and North Carolina Tax-Free
Bond Fund, respectively.  The Distributor also receives the proceeds of any CDSC
imposed on redemptions of Class B shares.

     Centura  Bank acts as custodian  for the Funds.  For  furnishing  custodial
services,  Centura  Bank is paid a monthly  fee with  respect to the Funds at an
annual  rate based on a  percentage  of average  daily net assets  plus  certain
transaction and out-of-pocket expenses. For the year 
<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

ended April 30,  1996,  Centura  Bank earned  custodian  fees and  out-of-pocket
expenses of $28,109,  $24,580 and $12,503 for the Equity  Growth  Fund,  Federal
Securities Income Fund and North Carolina Tax-Free Bond Fund, respectively.

     6. CONCENTRATION OF CREDIT RISK -- The Centura North Carolina Tax-Free Bond
Fund  invests  substantially  all of its  assets in a varied  portfolio  of debt
obligations  issued  by the  State of North  Carolina  and its  authorities  and
agencies.  The issuers'  abilities to meet their  obligations may be affected by
economic or political developments in the State of North Carolina.

     7. SECURITY TRANSACTIONS -- The cost of securities purchased and proceeds 
from securities sold (excluding short-term securities) for the year ended April
30, 1996, were as follows:

<TABLE>
<CAPTION>
                                                                                            U.S. GOVERNMENT
                                                    COMMON STOCKS AND BONDS                   OBLIGATIONS
                                                    -----------------------                 ---------------
                                                 COST OF        PROCEEDS FROM          COST OF       PROCEEDS FROM
                                               SECURITIES         SECURITIES         SECURITIES        SECURITIES
                                               PURCHASED             SOLD            PURCHASED            SOLD
                                               ----------       -------------        ----------      -------------
<S>                                            <C>              <C>                  <C>             <C>
Centura Equity Growth Fund........             $72,011,207      $48,687,615               --               --
Centura Federal Securities Income
  Fund............................                  --               --              $45,355,781     $34,414,547
Centura North Carolina Tax-Free
  Bond Fund.......................              35,280,510       30,592,407               --               --
</TABLE>

     Unrealized  appreciation  and depreciation at April 30, 1996, based on cost
of securities for Federal income tax purposes is as follows:

<TABLE>
<CAPTION>

                                                                                      NET
                                                    GROSS          GROSS          UNREALIZED
                                                  UNREALIZED     UNREALIZED      APPRECIATION/
                                                 APPRECIATION   DEPRECIATION    (DEPRECIATION)
                                                 ------------   ------------    --------------
<S>                                              <C>            <C>             <C>
Centura Equity Growth Fund....................   $ 38,749,765   $(1,498,177)    $ 37,251,588
Centura Federal Securities Income Fund........      1,057,575    (1,117,737)         (60,162)
Centura North Carolina Tax-Free Bond Fund.....        416,579      (502,943)         (86,364)
</TABLE>

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

     8. CAPITAL  SHARE  TRANSACTIONS  -- The Company is  authorized to issue 450
million  shares of  capital  stock  with a par value of $.001.  Transactions  in
shares of the Funds for the year ended  April 30,  1996,  and the  period  ended
April 30, 1995, respectively were as follows:
<TABLE>
<CAPTION>
                                                 CENTURA EQUITY GROWTH FUND                  CENTURA EQUITY GROWTH FUND
                                                 --------------------------                  --------------------------
                                                                                                    FOR THE PERIOD
                                                                                                     JUNE 1, 1994*
                                                       FOR YEAR ENDED                                   THROUGH
                                                       APRIL 30, 1996                               APRIL 30, 1995
                                                 --------------------------                  --------------------------
                                             CLASS A      CLASS B      CLASS C           CLASS A      CLASS B      CLASS C
                                             -------      -------      -------           -------      -------      -------
<S>                                          <C>          <C>         <C>                <C>          <C>         <C>
Beginning Balance.....................        90,488      127,357     7,847,477            1,111        1,111         1,111
                                             -------      -------     ---------          -------      -------       -------
Shares sold...........................       318,467      319,526     2,792,574          106,840      138,458     8,813,192
Shares issued in reinvestment of
  dividends from net investment
  income..............................         1,775        1,215        57,537              413          318        39,707
Shares redeemed.......................        (9,661)     (13,258)   (1,353,253)         (17,876)     (12,530)   (1,006,533)
                                             -------      -------     ---------          -------      -------     ---------
Net increase in shares................       310,581      307,483     1,496,858           89,377      126,246     7,846,366
                                             -------      -------     ---------          -------      -------     ---------
         Closing Balance..............       401,069      434,840     9,344,335           90,488      127,357     7,847,477
                                             =======      =======     =========          =======      =======     =========
</TABLE>
<TABLE>
<CAPTION>
                                                 CENTURA FEDERAL SECURITIES                 CENTURA FEDERAL SECURITIES
                                                        INCOME FUND                                 INCOME FUND
                                                 --------------------------                 --------------------------
                                                                                                  FOR THE PERIOD
                                                                                                   JUNE 1, 1994*
                                                       FOR YEAR ENDED                                 THROUGH
                                                       APRIL 30, 1996                             APRIL 30, 1995
                                                 --------------------------                 --------------------------
                                             CLASS A      CLASS B      CLASS C           CLASS A      CLASS B      CLASS C
                                             -------      -------      -------           -------      -------      -------
<S>                                          <C>          <C>         <C>                <C>          <C>         <C>
Beginning Balance.....................        24,778       11,869     9,409,781            1,111        1,111          1,111
                                             -------      -------     ---------          -------      -------     ----------
Shares sold...........................        28,969       10,998     2,798,588           24,889       10,545     10,288,015
Shares issued in reinvestment of
  dividends from net investment
  income..............................         1,936          788       354,575              951          213        279,771
Shares redeemed.......................        (3,077)      (6,030)   (1,593,320)          (2,173)           0     (1,159,116)
                                             -------      -------     ---------          -------      -------     ----------
Net increase in shares................        27,828        5,756     1,559,843           23,667       10,758      9,408,670
                                             -------      -------    ----------          -------      -------     ----------
         Closing Balance..............        52,606       17,625    10,969,624           24,778       11,869      9,409,781
                                             =======      =======    ==========          =======      =======     ==========
</TABLE>
<TABLE>
<CAPTION>
                                                  CENTURA NORTH CAROLINA                      CENTURA NORTH CAROLINA
                                                    TAX-FREE BOND FUND                          TAX-FREE BOND FUND
                                                  ----------------------                      ----------------------
                                                                                                   FOR THE PERIOD
                                                                                                    JUNE 1, 1994*
                                                      FOR YEAR ENDED                                   THROUGH
                                                      APRIL 30, 1996                               APRIL 30, 1995
                                                  ----------------------                      ----------------------
                                             CLASS A      CLASS B      CLASS C           CLASS A      CLASS B      CLASS C
                                             -------      -------      -------           -------      -------      -------
<S>                                          <C>          <C>         <C>                <C>          <C>         <C>
Beginning Balance.....................        42,947       27,561     3,495,234            1,111        1,111         1,112
                                             -------      -------     ---------          -------      -------     ---------
Shares sold...........................       347,776       22,572     1,197,604           76,112       28,313     4,357,097
Shares issued in reinvestment of
  dividends from net investment
  income..............................         9,761          904         4,473            1,686          302         5,402
Shares redeemed.......................        (9,198)     (11,906)   (1,009,560)         (35,962)      (2,165)     (868,377)
                                             -------      -------     ---------          -------      -------     ---------
Net increase in shares................       348,339       11,570       192,517           41,836       26,450     3,494,122
                                             -------      -------     ---------          -------      -------     ---------
         Closing Balance..............       391,286       39,131     3,687,751           42,947       27,561     3,495,234
                                             =======      =======     =========          =======      =======     =========
</TABLE>

* Fund commenced investment operations on June 1, 1994.
<PAGE>

CENTURA FUNDS, INC.
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                          CENTURA                                          CENTURA
                                      EQUITY GROWTH                                  FEDERAL SECURITIES
                                           FUND                                          INCOME FUND

                        ---------------------------------------------   ---------------------------------------------
                              FOR THE                 FOR THE                FOR THE                  FOR THE
                             YEAR ENDED              PERIOD ENDED           YEAR ENDED              PERIOD ENDED
                          APRIL 30, 1996           APRIL 30, 1995         APRIL 30, 1996           APRIL 30, 1995
                        ---------------------   ---------------------   ---------------------   ---------------------
                        CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS
                          A       B       C       A       B       C       A       B       C       A       B       C
                        -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
<S>                     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Net Asset Value,
Beginning of Period..  $10.70  $10.69  $10.70  $10.00  $10.00  $10.00  $ 9.97  $ 9.97  $ 9.97  $10.00  $10.00  $10.00
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Income from Investment
Operations:
  Net Investment
  Income/(Loss).....    0.03   (0.06)   0.07    0.06    0.03    0.07    0.57    0.50    0.60    0.52    0.45    0.54
  Net Realized and
  Unrealized Gain/
  (Loss) on
  Securities........    3.67    3.65    3.65    0.70    0.69    0.70    0.04    0.04    0.04   (0.03)  (0.03)  (0.03)
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  Total from Investment
  Operations..........    3.70    3.59    3.72    0.76    0.72    0.77    0.61    0.54    0.64    0.49    0.42    0.51
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  -------
Less Distributions:
  Dividends from Net
  Investment Income...   (0.05)  (0.00)  (0.07)  (0.06)  (0.03)  (0.07)  (0.57)  (0.50)  (0.60)  (0.52)  (0.45)  (0.54)
  Distributions from
  Capital Gains.......   (0.04)  (0.04)  (0.04)     --      --      --      --      --      --      --      --      --
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
 Total Distributions..   (0.09)  (0.04)  (0.11)  (0.06)  (0.03)  (0.07)  (0.57)  (0.50)  (0.60)  (0.52)  (0.45)  (0.54)
                        ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Net Asset Value,
End of Period.........  $14.31  $14.24  $14.31  $10.70  $10.69  $10.70  $10.01  $10.01  $10.01  $ 9.97  $ 9.97  $ 9.97
                        ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Total Return (not
reflecting sales
load).................   34.72%  33.73%  34.97%   7.64%   7.23%   7.71%   6.20%   5.40%   6.47%   5.02%   4.32%   5.28%
                        ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Ratios/Supplemental
Data:
 Net Assets, End of
 Period (000's).......  $5,740  $6,194 $133,714 $  968  $1,362  $84,004 $  526  $  176 $109,775 $  247  $  118  $93,807
 Ratio of Expenses to
 Average Net Assets*..    1.26%   2.02%   1.04%   1.29%   2.03%   1.04%   0.85%   1.61%   0.61%   0.86%   1.61%   0.63%
 Ratios of Expenses
 before Waivers/
 Reimbursements to
 Average Net
 Assets*..............    1.26%   2.02%   1.04%   1.32%   2.06%   1.07%   0.85%   1.61%   0.61%   0.89%   1.64%   0.66%
 Ratio of Net Investment
 Income toAverage Net
   Assets*............    0.27%  (0.48)%  0.55%   0.63%   0.00%   0.79%   5.61%   4.84%   5.88%   5.58%   4.86%   5.97%
 Portfolio Turnover
 Rate.................      46%      46%    46%     44%     44%     44%     34%     34%     34%     42%     42%     42%
</TABLE>

* Annualized

<PAGE>

CENTURA FUNDS, INC.
FINANCIAL HIGHLIGHTS -- (CONTINUED)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>

                                                                           CENTURA
                                                                       NORTH CAROLINA
                                                                     TAX-FREE BOND FUND
                                                      --------------------------------------------------
                                                             FOR THE                     FOR THE
                                                           YEAR ENDED                  PERIOD ENDED
                                                         APRIL 30, 1996                APRIL 30, 1995
                                                      -----------------------    -----------------------
                                                      CLASS    CLASS    CLASS    CLASS    CLASS    CLASS
                                                        A        B        C        A        B        C
                                                      -----    -----    -----    -----    -----    -----
<S>                                                   <C>      <C>      <C>      <C>       <C>     <C>
Net Asset Value, Beginning of Period............      $ 9.98   $ 9.98   $ 9.98   $10.00   $10.00   $10.00
                                                      ------   ------   ------   ------   ------   ------
Income from Investment Operations:
 Net Investment Income/(Loss)...................        0.42     0.34     0.44     0.39     0.32     0.41
 Net Realized and Unrealized Gain/(Loss) on
   Securities...................................        0.13     0.13     0.13    (0.02)   (0.02)   (0.02)
                                                      ------   ------   ------   ------   ------   ------
 Total from Investment Operations...............        0.55     0.47     0.57     0.37     0.30     0.39
                                                      ------   ------   ------   ------   ------   ------
Less Distributions:
 Dividends from Net Investment Income...........       (0.42)   (0.34)   (0.44)   (0.39)   (0.32)   (0.41)
 Distributions from Capital Gains...............       (0.07)   (0.07)   (0.07)      --       --       --
                                                      ------   ------   ------   ------   ------   ------
 Total Distributions............................       (0.49)   (0.41)   (0.51)   (0.39)   (0.32)   (0.41)
                                                      ------   ------   ------   ------   ------   ------
Net Asset Value, End of Period..................      $10.04   $10.04   $10.04   $ 9.98  $ 9.98    $ 9.98
                                                      ======   ======   ======   ======  ======    ======
Total Return (not reflecting sales load)........        5.50%    4.72%    5.78%    3.77%   3.09%     4.08%
                                                      ======   ======   ======   ======  ======    ======
Ratios/Supplemental Data:
 Net Assets, End of Period (000's)..............      $3,927   $  393  $37,009   $  429  $  275   $34,885
 Ratio of Expenses to Average Net Assets*.......        0.68%    1.44%    0.44%    0.42%   0.99%     0.41%
 Ratio of Expenses before Waivers/
   Reimbursements to Average Net Assets*........        1.04%    1.80%    0.80%    0.92%   1.49%     0.91%
 Ratio of Net Investment Income to Average
   Net Assets*..................................        3.98%    3.30%    4.32%    4.46%   3.89%     4.64%
Portfolio Turnover Rate.........................          80%      80%      80%     121%    121%      121%
</TABLE>

* Annualized
    
<PAGE>

                               CENTURA FUNDS, INC.
                                 (the "Company")
                                 237 Park Avenue
                            New York, New York 10017
                 General and Account Information: (800) 442-3688

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

                                  Centura Bank
                               Investment Adviser

                                Furman Selz LLC -
                            Administrator and Sponsor

                        Centura Funds Distributor, Inc. -
                                   Distributor

                       STATEMENT OF ADDITIONAL INFORMATION
                                 Class C Shares

         This  Statement of Additional  Information  ("SAI")  describes  Class C
shares of the four funds (the "Funds")  advised by Centura Bank (the "Adviser").
The Funds are:

                  -        Centura Equity Growth Fund
                  -        Centura Equity Income Fund
                  -        Centura Federal Securities Income Fund
                  -        Centura North Carolina Tax-Free Bond Fund

         Each Fund has distinct  investment  objectives and policies.  Shares of
the Funds are sold to the public by the Distributor as an investment vehicle for
individuals, institutions,  corporations and fiduciaries, including customers of
the Adviser or its affiliates.

         The Company is offering an indefinite number of shares of each class of
each Fund.  In  addition to Class C shares,  each Fund also  offers  Class A and
Class B shares,  subject to a front-end sales charge (unless waived) and Class B
shares  subject  to a  contingent  deferred  sales  charge  (unless  waived)  on
redemptions   within   five   years  of   purchase.   See   "Other   Information
Capitalization" in the prospectus.
   
         This SAI is not a prospectus  and is authorized for  distribution  only
when preceded or  accompanied  by the  prospectus for the Funds dated August 28,
1996  (the  "Prospectus").  This  SAI  contains  additional  and  more  detailed
information  than  that  set  forth  in the  Prospectus  and  should  be read in
conjunction  with the Prospectus.  The Prospectus may be obtained without charge
by writing or calling the Funds at the address and  information  numbers printed
above.

August 28, 1996
    

<PAGE>


                               TABLE OF CONTENTS

                                                                          Page


INVESTMENT POLICIES.........................................................  1
         Bank Obligations...................................................  1
         Commercial Paper...................................................  1
         Convertible Securities.............................................  1
         Corporate Debt Securities..........................................  1
         Repurchase Agreements..............................................  2
         Variable and Floating Rate Demand and Master Demand
         Notes..............................................................  2
         Loans of Portfolio Securities......................................  3
         Foreign Securities.................................................  3
         Forward Foreign Currency Exchange Contracts........................  4
         Interest Rate Futures Contracts....................................  4
         Stock Index Futures Contracts......................................  5
         Option Writing and Purchasing......................................  6
         Options on Futures Contracts.......................................  7
         Risks of Futures and Options Investments...........................  8
         Limitations on Futures Contracts and Options on Futures
         Contracts..........................................................  8
         North Carolina Municipal Obligations...............................  9
         Municipal Lease Obligations........................................  9
         Securities of Other Investment Companies........................... 10

INVESTMENT RESTRICTIONS..................................................... 10

MANAGEMENT.................................................................. 13
         Directors and Officers............................................. 13
         Investment Adviser................................................. 16
         Distribution of Fund Shares........................................ 17
         Administrative Services............................................ 18
         Service Organizations.............................................. 19

DETERMINATION OF NET ASSET VALUE............................................ 20

PORTFOLIO TRANSACTIONS...................................................... 20
         Portfolio Turnover................................................. 22

TAXATION.................................................................... 22
         Centura North Carolina Tax-Free Bond Fund.......................... 29

OTHER INFORMATION........................................................... 31
         Capitalization..................................................... 31
         Voting Rights...................................................... 31
         Custodian, Transfer Agent and Dividend Disbursing
         Agent.............................................................. 32
         Yield and Performance Information.................................. 32
         Independent Accountants............................................ 35
         Counsel............................................................ 35
         Registration Statement............................................. 35



                                        - i -

<PAGE>



                               INVESTMENT POLICIES

         The Prospectus discusses the investment objectives of the Funds and the
policies to be employed  to achieve  those  objectives.  This  section  contains
supplemental  information  concerning  certain  types of  securities  and  other
instruments in which the Funds may invest, the investment policies and portfolio
strategies  that the Funds may  utilize,  and certain  risks  attendant  to such
investments, policies and strategies.

         Bank  Obligations (All Funds).  These  obligations  include  negotiable
certificates of deposit and bankers' acceptances. A description of the banks the
obligations of which the Funds may purchase are set forth in the  Prospectus.  A
certificate of deposit is a short-term,  interest-bearing negotiable certificate
issued by a  commercial  bank  against  funds  deposited in the bank. A bankers'
acceptance  is a  short-term  draft  drawn on a  commercial  bank by a borrower,
usually in connection with an international commercial transaction. The borrower
is liable for payment as is the bank,  which  unconditionally  guarantees to pay
the draft at its face amount on the maturity date.

         Commercial  Paper (All Funds).  Commercial  paper  includes  short-term
unsecured promissory notes,  variable rate demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies, corporations
and financial  institutions and similar taxable instruments issued by government
agencies and  instrumentalities.  All commercial  paper purchased by a Fund must
meet the minimum rating criteria for that Fund.

         Convertible  Securities  (Centura Equity Growth Fund and Centura Equity
Income Fund).  Convertible  securities give the holder the right to exchange the
security for a specific number of shares of common stock. Convertible securities
include convertible  preferred stocks,  convertible bonds, notes and debentures,
and other securities.  Convertible securities typically involve less credit risk
than common stock of the same issuer because convertible securities are "senior"
to common stock -- i.e.,  they have a prior claim  against the issuer's  assets.
Convertible   securities   generally  pay  lower   dividends  or  interest  than
non-convertible  securities of similar quality. They may also reflect changes in
the value of the underlying common stock.

         Corporate  Debt  Securities  (All  Funds).  Fund  investments  in these
securities  are  limited  to  corporate  debt   securities   (corporate   bonds,
debentures,  notes and similar corporate debt instruments) which meet the rating
criteria established for each Fund.

         After  purchase  by a Fund,  a  security  may  cease to be rated or its
rating may be reduced  below the  minimum  required  for  purchase  by the Fund.
Neither event will require a sale of such



                                      - 1 -

<PAGE>



security by the Fund.  However,  the  Adviser  will  consider  such event in its
determination  of whether the Fund should continue to hold the security.  To the
extent  the  ratings  given by  Moody's  Investors  Service,  Inc.  ("Moody's"),
Standard & Poor's  Corporation  ("S&P") or another rating agency may change as a
result of changes in such organizations or their rating systems,  the Funds will
attempt to use  comparable  ratings as standards for  investments  in accordance
with the investment policies contained in the Prospectus and in this SAI.

         Repurchase  Agreements (All Funds).  The Funds may invest in securities
subject  to  repurchase  agreements  with  U.S.  banks or  broker-dealers.  Such
agreements  may be  considered  to be loans by the  Funds  for  purposes  of the
Investment  Company  Act of 1940,  as amended  (the "1940  Act").  A  repurchase
agreement is a transaction  in which the seller of a security  commits itself at
the time of the sale to  repurchase  that  security from the buyer at a mutually
agreed-upon  time and  price.  The  repurchase  price  exceeds  the sale  price,
reflecting an agreed-upon  interest rate effective for the period the buyer owns
the security  subject to repurchase.  The  agreed-upon  rate is unrelated to the
interest  rate on that  security.  The  Adviser  will  monitor  the value of the
underlying security at the time the transaction is entered into and at all times
during  the term of the  repurchase  agreement  to insure  that the value of the
security always equals or exceeds the repurchase  price. In the event of default
by the seller under the  repurchase  agreement,  the Funds may have  problems in
exercising  their rights to the  underlying  securities  and may incur costs and
experience time delays in connection with the disposition of such securities.

         Variable and Floating  Rate Demand and Master Demand Notes (All Funds).
The Funds may,  from time to time,  buy  variable  rate demand  notes  issued by
corporations,  bank holding  companies  and financial  institutions  and similar
taxable  and   tax-exempt   instruments   issued  by  government   agencies  and
instrumentalities.  These  securities will typically have a maturity in the 5 to
20 year range but carry with them the right of the holder to put the  securities
to a remarketing agent or other entity on short notice,  typically seven days or
less.  The  obligation of the issuer of the put to repurchase  the securities is
backed  up by a letter  of credit  or other  obligation  issued  by a  financial
institution.  The  purchase  price is  ordinarily  par plus  accrued  and unpaid
interest.  Ordinarily, the remarketing agent will adjust the interest rate every
seven days (or at other  intervals  corresponding  to the notice  period for the
put),  in  order  to  maintain  the  interest  rate at the  prevailing  rate for
securities with a seven-day maturity.

         The Funds may also buy variable rate master demand notes.  The terms of
these obligations  permit the investment of fluctuating  amounts by the Funds at
varying  rates of interest  pursuant to direct  arrangements  between a Fund, as
lender, and



                                      - 2 -

<PAGE>



the borrower.  They permit weekly, and in some instances,  daily, changes in the
amounts borrowed. The Funds have the right to increase the amount under the note
at any time up to the full amount provided by the note agreement, or to decrease
the  amount,  and the  borrower  may  prepay  up to the full  amount of the note
without  penalty.  The notes may or may not be backed by bank letters of credit.
Because  the notes are direct  lending  arrangements  between the lender and the
borrower,  it is not generally  contemplated that they will be traded, and there
is no  secondary  market  for them,  although  they are  redeemable  (and  thus,
immediately  repayable  by the  borrower)  at  principal  amount,  plus  accrued
interest,  at any time. The Funds have no limitations on the type of issuer from
whom the notes will be purchased.  However, in connection with such purchase and
on an ongoing basis, the Adviser will consider the earning power,  cash flow and
other  liquidity  ratios of the  issuer,  and its ability to pay  principal  and
interest on demand,  including  a  situation  in which all holders of such notes
make  demand  simultaneously.  While  master  demand  notes,  as  such,  are not
typically rated by credit rating agencies, if not so rated, the Funds may, under
their  minimum  rating  standards,  invest  in them  only  if at the  time of an
investment  the issuer meets the criteria set forth in the  Prospectus for other
comparable debt obligations.

         Loans of Portfolio  Securities  (All  Funds).  The Funds may lend their
portfolio securities to brokers,  dealers and financial institutions,  provided:
(1) the loan is secured continuously by collateral consisting of U.S. Government
securities  or cash or letters of credit  maintained  on a daily  mark-to-market
basis in an amount at least equal to the current  market value of the securities
loaned; (2) the Funds may at any time call the loan and obtain the return of the
securities  loaned  within five  business  days;  (3) the Funds will receive any
interest  or  dividends  paid on the loaned  securities;  and (4) the  aggregate
market  value of  securities  loaned will not at any time exceed 5% of the total
assets of a particular Fund.

         The Funds will earn income for lending  their  securities  because cash
collateral  pursuant to these loans will be invested in short-term  money market
instruments. In connection with lending securities, the Funds may pay reasonable
finders,  administrative  and custodial fees. Loans of securities involve a risk
that the  borrower  may fail to return  the  securities  or may fail to  provide
additional collateral.

         Foreign  Securities  (Centura  Equity  Growth Fund and  Centura  Equity
Income Fund). As described in the Prospectus,  changes in foreign exchange rates
will affect the value of securities  denominated  or quoted in currencies  other
than the U.S. dollar.

         Since  Centura  Equity  Growth Fund and Centura  Equity Income Fund may
invest in securities  denominated in currencies other than the U.S. dollar,  and
since those Funds may temporarily hold



                                      - 3 -

<PAGE>



funds in bank deposits or other money market investments  denominated in foreign
currencies,  the Funds may be  affected  favorably  or  unfavorably  by exchange
control  regulations or changes in the exchange rate between such currencies and
the dollar.  Changes in foreign currency exchange rates will influence values of
securities in the Funds'  portfolios,  from the  perspective of U.S.  investors.
Changes  in  foreign  currency  exchange  rates  may also  affect  the  value of
dividends  and  interest  earned,  gains  and  losses  realized  on the  sale of
securities,  and net investment  income and gains,  if any, to be distributed to
shareholders  by the Funds.  The rate of exchange  between  the U.S.  dollar and
other currencies is determined by the forces of supply and demand in the foreign
exchange  markets.  These  forces are affected by the  international  balance of
payments and other economic and financial conditions,  government  intervention,
speculation and other factors.

         Forward Foreign Currency Exchange Contracts (Centura Equity Growth Fund
and Centura  Equity Income Fund).  Centura Equity Growth Fund and Centura Equity
Income Fund may enter into forward foreign currency exchange  contracts in order
to protect against  uncertainty in the level of future foreign exchange rates. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties,  at a price set at the
time of the contract.  These contracts are entered into in the interbank  market
conducted  between currency  traders (usually large commercial  banks) and their
customers.  Forward foreign currency exchange contracts may be bought or sold to
protect the Funds against a possible loss  resulting  from an adverse  change in
the  relationship  between foreign  currencies and the U.S.  dollar,  or between
foreign currencies. Although such contracts are intended to minimize the risk of
loss due to a decline  in the value of the  hedged  currency,  at the same time,
they tend to limit any  potential  gain which might  result  should the value of
such currency increase.

         Interest Rate Futures  Contracts  (Centura Equity Income Fund,  Centura
Federal  Securities  Income Fund and Centura North Carolina Tax-Free Bond Fund).
These Funds may purchase and sell  interest  rate  futures  contracts  ("futures
contracts") as a hedge against changes in interest rates. A futures  contract is
an agreement between two parties to buy and sell a security for a set price on a
future date.  Futures  contracts  are traded on designated  "contracts  markets"
which,  through  their  clearing  corporations,  guarantee  performance  of  the
contracts.  Currently,  there are futures  contracts based on securities such as
long-term U.S.  Treasury bonds,  U.S.  Treasury  notes,  GNMA  Certificates  and
three-month  U.S.  Treasury bills. For municipal  securities,  there is the Bond
Buyer Municipal Bond Index.




                                      - 4 -

<PAGE>



         Generally,  if market interest rates increase, the value of outstanding
debt securities declines (and vice versa).  Entering into a futures contract for
the sale of securities  has an effect  similar to the actual sale of securities,
although  sale of the futures  contract  might be  accomplished  more easily and
quickly.  For example, if a Fund holds long-term U.S. Government  securities and
the Adviser  anticipates a rise in long-term  interest rates, the Fund could, in
lieu of disposing of its portfolio securities,  enter into futures contracts for
the sale of similar  long-term  securities.  If rates increased and the value of
the  Fund's  portfolio  securities  declined,  the value of the  Fund's  futures
contracts  would increase,  thereby  protecting the Fund by preventing net asset
value from  declining as much as it otherwise  would have.  Similarly,  entering
into futures  contracts for the purchase of securities  has an effect similar to
actual purchase of the underlying securities,  but permits the continued holding
of securities other than the underlying securities.  For example, if the Adviser
expects long-term  interest rates to decline,  the Fund might enter into futures
contracts for the purchase of long-term securities,  so that it could gain rapid
market exposure that may offset anticipated  increases in the cost of securities
it intends to purchase,  while  continuing  to hold  higher-yielding  short-term
securities or waiting for the long-term market to stabilize.

         Stock Index Futures  Contracts  (Centura Equity Growth Fund and Centura
Equity Income Fund). These Funds may enter into stock index futures contracts in
order to protect  the value of their  common  stock  investments.  A stock index
futures  contract is an  agreement  in which one party  agrees to deliver to the
other an amount of cash equal to a specific  dollar amount times the  difference
between the value of a specific stock index at the close of the last trading day
of the contract and the price at which the  agreement is made.  As the aggregate
market  value of the  stocks in the index  changes,  the value of the index also
will  change.  In the event that the index  level rises above the level at which
the stock index futures contract was sold, the seller of the stock index futures
contract will realize a loss  determined by the difference  between the purchase
level and the index level at the time of  expiration  of the stock index futures
contract, and the purchaser will realize a gain in that amount. In the event the
index level falls below the level at which the stock index futures  contract was
sold, the seller will recognize a gain determined by the difference  between the
two index levels at the expiration of the stock index futures contract,  and the
purchaser will realize a loss.  Stock index futures  contracts expire on a fixed
date,  currently  one to seven  months  from the date of the  contract,  and are
settled upon expiration of the contract.

         Centura  Equity Growth Fund and Centura Equity Income Fund will utilize
stock index futures  contracts only for the purpose of attempting to protect the
value of their common stock portfolios in the event of a decline in stock prices
and,



                                      - 5 -

<PAGE>



therefore,  usually will be sellers of stock index futures contracts.  This risk
management strategy is an alternative to selling securities in the portfolio and
investing in money market  instruments.  Also, stock index futures contracts may
be  purchased  to protect a Fund  against an increase in prices of stocks  which
that Fund intends to purchase. If the Fund is unable to invest its cash (or cash
equivalents)  in stock in an orderly  fashion,  the Fund could  purchase a stock
index futures  contract which may be used to offset any increase in the price of
the  stock.  However,  it is  possible  that the  market  may  decline  instead,
resulting  in a loss on the  stock  index  futures  contract.  If the Fund  then
concludes not to invest in stock at that time, or if the price of the securities
to be purchased  remains constant or increases,  the Fund will realize a loss on
the stock index futures  contract that is not offset by a reduction in the price
of  securities  purchased.  These Funds also may buy or sell stock index futures
contracts to close out existing futures positions.

         Option Writing and Purchasing  (All Funds).  A Fund may write (or sell)
put and call options on the  securities  that the Fund is  authorized  to buy or
already holds in its portfolio. These option contracts may be listed for trading
on a national  securities exchange or traded  over-the-counter.  A Fund may also
purchase put and call options.  A Fund will not write covered calls on more than
25% of its portfolio, and a Fund will not write covered calls with strike prices
lower than the underlying  securities'  cost basis on more than 25% of its total
portfolio.  A Fund may not  invest  more than 5% of its  total  assets in option
purchases.

         A call option gives the  purchaser the right to buy, and the writer the
obligation  to sell,  the  underlying  security at the agreed upon  exercise (or
"strike")  price during the option period.  A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying  security at
the strike price during the option period.  Purchasers of options pay an amount,
known as a premium,  to the option  writer in  exchange  for the right under the
option contract.

         A Fund may sell  "covered"  put and call  options as a means of hedging
the price risk of securities in the Fund's portfolio.  The sale of a call option
against an amount of cash equal to the put's potential  liability  constitutes a
"covered put." When a Fund sells an option, if the underlying  securities do not
increase  (in the  case of a call  option)  or  decrease  (in the  case of a put
option) to a price level that would make the  exercise of the option  profitable
to the holder of the option,  the option will  generally  expire  without  being
exercised  and the Fund will realize as profit the premium paid for such option.
When a call option of which a Fund is the writer is exercised, the option holder
purchases  the  underlying  security  at the strike  price and the Fund does not
participate in any increase in the price of



                                      - 6 -

<PAGE>



such securities above the strike price. When a put option of which a Fund is the
writer is  exercised,  the Fund will be  required  to  purchase  the  underlying
securities  at the strike  price,  which may be in excess of the market value of
such  securities.  At the time a Fund  writes a put option or a call option on a
security  it does not hold in its  portfolio  in the amount  required  under the
option,  it will establish and maintain a segregated  account with its custodian
consisting  solely of cash,  U.S.  Government  securities  and other liquid high
grade debt obligations equal to its liability under the option.

         Over-the-counter  options ("OTC options")  differ from  exchange-traded
options in several respects.  They are transacted  directly with dealers and not
with a  clearing  corporation,  and  there is a risk of  non-performance  by the
dealer.  OTC options are available for a greater variety of securities and for a
wider  range of  expiration  dates  and  exercise  prices  than  exchange-traded
options. Because OTC options are not traded on an exchange,  pricing is normally
done by reference to  information  from a market  marker.  This  information  is
carefully  monitored  by the Adviser  and  verified in  appropriate  cases.  OTC
options transactions will be made by a Fund only with recognized U.S. Government
securities  dealers.  OTC  options  are  subject  to the  Funds'  15%  limit  on
investments  in  securities  which are illiquid or not readily  marketable  (see
"Investment Restrictions"), provided that OTC option transactions by a Fund with
a primary U.S. Government securities dealer which has given the Fund an absolute
right to repurchase  according to a "repurchase  formula" will not be subject to
such 15% limit.

         It may be a Fund's policy,  in order to avoid the exercise of an option
sold by it, to cancel its obligation under the option by entering into a closing
purchase transaction,  if available, unless it is determined to be in the Fund's
interest to sell (in the case of a call option) or to purchase (in the case of a
put option) the underlying  securities.  A closing purchase transaction consists
of a Fund  purchasing  an option having the same terms as the option sold by the
Fund and has the effect of  cancelling  the  Fund's  position  as a seller.  The
premium which a Fund will pay in executing a closing purchase transaction may be
higher than the premium  received  when the option was sold,  depending in large
part upon the  relative  price of the  underlying  security  at the time of each
transaction.  To the extent  options sold by a Fund are  exercised  and the Fund
either  delivers  portfolio  securities  to  the  holder  of a  call  option  or
liquidates  securities  in its  portfolio  as a  source  of  funds  to  purchase
securities  put to the Fund,  the Fund's  portfolio  turnover rate may increase,
resulting  in a possible  increase in  short-term  capital  gains and a possible
decrease in long-term capital gains.

         Options on Futures Contracts (All Funds).  A Fund may purchase and 
write put and call options on futures contracts that are traded on a U.S. 
exchange or board of trade and enter into



                                      - 7 -

<PAGE>



related closing  transactions to attempt to gain additional  protection  against
the effects of interest rate, currency or equity market fluctuations.  There can
be no assurance that such closing  transactions  will be available at all times.
In return for the premium paid,  such an option gives the purchaser the right to
assume a position in a futures contract at any time during the option period for
a specified exercise price.

         A Fund may  purchase  put options on futures  contracts in lieu of, and
for the same  purpose as, the sale of a futures  contract.  It also may purchase
such put  options in order to hedge a long  position in the  underlying  futures
contract.

         The purchase of call options on futures  contracts is intended to serve
the same  purpose as the actual  purchase of the futures  contracts.  A Fund may
purchase call options on futures  contracts in  anticipation of a market advance
when it is not fully invested.

         A Fund may write a call option on a futures  contract in order to hedge
against a decline in the prices of the index or debt  securities  underlying the
futures  contracts.  If the price of the futures contract at expiration is below
the  exercise  price,  the Fund would  retain the option  premium,  which  would
offset, in part, any decline in the value of its portfolio securities.

         The  writing  of a put option on a futures  contract  is similar to the
purchase of the futures contracts, except that, if market price declines, a Fund
would pay more than the  market  price for the  underlying  securities  or index
units.  The net cost to that Fund  would be  reduced,  however,  by the  premium
received on the sale of the put, less any transactions costs.

         Risks of Futures and Options Investments (All Funds). A Fund will incur
brokerage fees in connection with its futures and options  transactions,  and it
will be  required  to  segregate  funds for the  benefit of brokers as margin to
guarantee performance of its futures and options contracts.  In addition,  while
such contracts  will be entered into to reduce  certain risks,  trading in these
contracts  entails certain other risks.  Thus, while a Fund may benefit from the
use of futures contracts and related options,  unanticipated changes in interest
rates may result in a poorer  overall  performance  for that Fund than if it had
not entered into any such contracts. Additionally, the skills required to invest
successfully in futures and options may differ from skills required for managing
other assets in the Fund's portfolio.

         Limitations on Futures  Contracts and Options on Futures Contracts (All
Funds).  Each Fund will use financial futures contracts and related options only
for  "bona  fide  hedging"  purposes,  as such  term is  defined  in  applicable
regulations of



                                      - 8 -

<PAGE>



the CFTC, or, with respect to positions in financial futures and related options
that  do  not  qualify  as  "bona  fide  hedging"  positions,  will  enter  such
non-hedging  positions only to the extent that aggregate initial margin deposits
plus premiums paid by it for open futures option  positions,  less the amount by
which any such positions are  "in-the-money,"  would not exceed 5% of the Fund's
total assets.  Futures  contracts and related put options written by a Fund will
be offset by assets held in a segregated custodial account sufficient to satisfy
the Fund's obligations under such contracts and options.

         North Carolina Municipal  Obligations  (Centura North Carolina Tax-Free
Bond Fund). The ability of this Fund to achieve its investment objective depends
on the ability of issuers of North Carolina Municipal  Obligations to meet their
continuing obligations for the payment of principal and interest.

         North Carolina Municipal  Obligations are debt securities issued by the
state  of  North  Carolina,  its  political  subdivisions,  and  the  districts,
authorities,  agencies  and  instrumentalities  of the state  and its  political
subdivisions,  the  interest on which is exempt from  regular  federal and North
Carolina income taxes.

         North Carolina  municipal bonds are issued for various public purposes,
including the construction of housing,  pollution abatement  facilities,  health
care and prison facilities, and educational facilities.

         Unlike  other  types  of   investments,   municipal   securities   have
traditionally not been subject to registration with, or other regulation by, the
Securities and Exchange Commission ("SEC").  However,  there have been proposals
which could lead to future regulations of these securities by the SEC.

         Municipal  Lease  Obligations  (Centura  North  Carolina  Tax-Free Bond
Fund).  Municipal  lease  obligations  are  municipal  securities  that  may  be
supported by a lease or an  installment  purchase  contract  issued by state and
local  government  authorities  to  acquire  funds to  obtain  the use of a wide
variety  of  equipment  and  facilities  such as fire and  sanitation  vehicles,
computer  equipment and other capital assets.  These  obligations,  which may be
secured or unsecured,  are not general  obligations  and have evolved to make it
possible  for state  and  local  government  authorities  to  obtain  the use of
property and equipment without meeting constitutional and statutory requirements
for the issuance of debt. Thus,  municipal lease  obligations have special risks
not normally  associated  with municipal  bonds.  These  obligations  frequently
contain "non-appropriation" clauses that provide that the governmental issuer of
the  obligation  has no  obligation to make future  payments  under the lease or
contract unless money is appropriated  for such purposes by the legislative body
on a yearly or other periodic basis. In addition to the



                                      - 9 -

<PAGE>



"non-appropriation"   risk,  many  municipal  lease  obligations  have  not  yet
developed the depth of marketability  associated with municipal bonds; moreover,
although the obligations may be secured by the leased equipment, the disposition
of the equipment in the event of foreclosure might prove difficult.  In order to
limit certain of these risks,  the Fund will limit its  investments in municipal
lease obligations that are illiquid, together with all other illiquid securities
in its portfolio, to not more than 15% of its assets. The liquidity of municipal
lease  obligations  purchased  by  the  Fund  will  be  determined  pursuant  to
guidelines approved by the Board of Directors. Factors considered in making such
determinations  may  include;  the  frequency  of  trades  and  quotes  for  the
obligation;  the number of dealers  willing to purchase or sell the security and
the number of other potential buyers; the willingness of dealers to undertake to
make a market;  the obligation's  rating;  and, if the security is unrated,  the
factors generally considered by a rating agency.

         Securities of Other  Investment  Companies  (All Funds).  Each Fund may
invest in securities  issued by the other  investment  companies.  Each of these
Funds  currently  intends  to  limit  its  investments  so that,  as  determined
immediately  after a  securities  purchase is made:  (a) not more than 5% of the
value  of its  total  assets  will  be  invested  in the  securities  of any one
investment company;  (b) not more than 10% of the value of its total assets will
be invested in the aggregate in  securities of investment  companies as a group;
(c) not more  than 3% of the  outstanding  voting  stock  of any one  investment
company  will be owned  by any of the  Funds;  and (d) not more  than 10% of the
outstanding  voting  stock of any one  investment  company  will be owned in the
aggregate by the Funds. As a shareholder of another  investment  company, a Fund
would  bear,  along  with  other  shareholders,  its pro  rata  portion  of that
company's expenses, including advisory fees. These expenses would be in addition
to the advisory and other  expenses  that the Fund bears  directly in connection
with its own  operations.  Investment  companies  in which a Fund may invest may
also impose a sales or  distribution  charge in connection  with the purchase or
redemption  of their  shares and other types of  commissions  or  charges.  Such
charges will be payable by the Funds and, therefore, will be borne indirectly by
Shareholders.

                             INVESTMENT RESTRICTIONS

         The following  restrictions are fundamental  policies of each Fund, and
except as otherwise indicated, may not be changed with respect to a Fund without
the approval of a majority of the  outstanding  voting  securities  of that Fund
which, as defined in the Investment  Company Act of 1940 ("1940 Act"), means the
lesser of (1) 67% of the shares of such Fund present at a meeting if the holders
of more than 50% of the outstanding shares of such Fund are present in person or
by proxy, or (2) more than 50% of the outstanding voting shares of such Fund.



                                     - 10 -

<PAGE>




         Each Fund, except as indicated, may not:

                  (1) with  respect to 75% of its total  assets,  purchase  more
         than 10% of the voting securities of any one issuer or invest more than
         5% of the value of such assets in the  securities or instruments of any
         one issuer,  except  securities or instruments  issued or guaranteed by
         the U.S. Government, its agencies or instrumentalities;

                  (2) Borrow  money  except that a Fund may borrow from banks up
         to 10% of the current  value of its total net assets for  temporary  or
         emergency  purposes;  a Fund will make no purchase  if its  outstanding
         borrowings exceed 5% of its total assets;

                  (3) Invest in real estate,  provided that a Fund may invest in
         readily marketable securities (except limited partnership interests) of
         issuers that deal in real estate and securities  secured by real estate
         or interests  therein and a Fund may hold and sell real estate (a) used
         principally  for its own office  space or (b) acquired as a result of a
         Fund's ownership of securities;

                  (4) Engage in the business of underwriting securities of other
         issuers,  except to the extent that the purchase of securities directly
         from the issuer  (either  alone or as one of a group of bidders) or the
         disposal  of an  investment  position  may  technically  cause it to be
         considered an  underwriter as that term is defined under the Securities
         Act of 1933;

                  (5) Make loans,  except that a Fund may (a) lend its portfolio
         securities,  (b) enter into repurchase  agreements and (c) purchase the
         types of debt instruments described in the Prospectus or the SAI;

                  (6) Purchase  securities or instruments  which would cause 25%
         or more of the market  value of the Fund's  total assets at the time of
         such  purchase to be invested in securities  or  instruments  of one or
         more issuers  having their  principal  business  activities in the same
         industry,  provided that there is no limit with respect to  investments
         in the U.S. Government, its agencies and instrumentalities;

                  (7) Issue any  senior  securities,  except as  appropriate  to
         evidence indebtedness which it is permitted to incur, and provided that
         collateral  arrangements  with  respect to forward  contracts,  futures
         contracts  or options,  including  deposits  of initial  and  variation
         margin,  are not considered to be the issuance of a senior security for
         purposes of this restriction; or




                                     - 11 -

<PAGE>



                  (8) Purchase or sell commodity contracts, except that the Fund
         may  invest  in  futures  contracts  and in  options  related  to  such
         contracts (for purposes of this  restriction,  forward foreign currency
         exchange contracts are not deemed to be commodities).

         For restriction number 1, above, with respect to Centura North Carolina
Tax-Free  Bond  Fund,  the  state of North  Carolina  and each of its  political
subdivisions,  as well as each district, authority, agency or instrumentality of
North Carolina or of its political  subdivisions will be deemed to be a separate
issuer,  and all  indebtedness of any issuer will be deemed to be a single class
of securities.  Securities backed only by the assets of a non-governmental  user
will be deemed to be issued by that  user.  Restriction  number 6,  above,  will
prevent Centura North Carolina  Tax-Free Bond Fund from investing 25% or more of
its  total  assets in  industrial  building  revenue  bonds  issued  to  finance
facilities  for  non-governmental   issuers  in  any  one  industry,   but  this
restriction  does not apply to any other  tax-free  Municipal  Obligations.  For
purposes of investment  restriction number 6, public utilities are not deemed to
be a  single  industry  but are  separated  by  industrial  categories,  such as
telephone or gas utilities.  For purposes of restriction  number 7, with respect
to its futures  transactions  and writing of options  (other than fully  covered
call options),  a Fund will maintain a segregated  account for the period of its
obligation  under such contract or option  consisting of cash,  U.S.  Government
securities  and other liquid high grade debt  obligations  in an amount equal to
its obligations under such contracts or options.

         The  following  policies  of the Funds are  non-fundamental  and may be
changed by the Board of Directors without shareholder  approval.  These policies
provide that a Fund, except as otherwise specified, may not:

                  (a)      Invest in companies for the purpose of exercising
         control or management;

                  (b)  Knowingly   purchase   securities  of  other   investment
         companies,  except  (i) in  connection  with a  merger,  consolidation,
         acquisition,  or  reorganization;  and (ii) the equity and fixed income
         funds  may  invest  up to 10% of their  net  assets  in shares of other
         investment companies;

                  (c)      Purchase securities on margin, except that a Fund may
         obtain such short-term credits as may be necessary for the clearance 
         of purchases and sales of securities;

                  (d)      Mortgage, pledge, or hypothecate any of its assets,
         except that a Fund may pledge not more than 15% of the current value of
         the Fund's total net assets;




                                     - 12 -

<PAGE>
                  (e) Purchase or retain the securities of any issuer,  if those
         individual  officers and  Directors of the  Company,  the Adviser,  the
         Administrator,  or the Distributor,  each owning beneficially more than
         1/2 of 1% of the  securities of such issuer,  together own more than 5%
         of the securities of such issuer;

                  (f) Invest  more than 5% of its net assets in  warrants  which
         are unattached to securities; included within that amount, no more than
         2% of the value of the Fund's net assets, may be warrants which are not
         listed on the New York or American Stock Exchanges;

                  (g)  Write, purchase or sell puts, calls or combinations
         thereof, except as described in the Prospectus or SAI;

                  (h)  Invest  more  than 5% of the  current  value of its total
         assets in the securities of companies  which,  including  predecessors,
         have a record of less than three years' continuous operation;

                  (i)  Invest  more than 15% of the  value of its net  assets in
         investments  which are  illiquid or not readily  marketable  (including
         repurchase  agreements  having  maturities of more than seven  calendar
         days and variable and floating  rate demand and master demand notes not
         requiring  receipt of the  principal  note  amount  within  seven days'
         notice); or

                  (j)      Invest in oil, gas or other mineral exploration or
         development programs, although it may invest in issuers that
         own or invest in such programs.

                                   MANAGEMENT

Directors and Officers

         The principal  occupations  of the Directors and executive  officers of
the  Company  for the past five years are  listed  below.  The  address of each,
unless  otherwise  indicated,  is 237 Park  Avenue,  New York,  New York  10017.
Directors  deemed to be "interested  persons" of the Company for purposes of the
1940 Act are indicated by an asterisk.


                                 POSITION
                                  WITH            PRINCIPAL
NAME, ADDRESS AND AGE            COMPANY          OCCUPATION

Leslie H. Garner, Jr.            Director         President,
Cornell College                                   Cornell College
600 First Street West
Mount Vernon, IA  52314-1098
Age:  45

James H. Speed, Jr.              Director         Hardee's Food Systems,
1233 Hardee's Blvd.                               Inc. - Vice President
Rocky Mount, NC  27802                            Controller (1991-present);
Age:  43                                          Deloitte & Touche - Senior
                                                  Audit Manager (1979-1991)

Frederick E. Turnage             Director         Attorney
149 North Franklin St.
Rocky Mount, NC  27804
Age:  60
   
*Lucy Hancock Bode               Director         Lobbyist
P.O. Box 6338
Raleigh, NC  27628
Age:  45
    
*J. Franklin Martin              Director         President of
LandCraft Properties                              LandCraft Properties
227 W. Trade Street                               (1978 - present)
Suite 2730
Charlotte, NC  28202
Age:  51

John J. Pileggi                  President,       Furman Selz LLC - Director
Age:  37                         Treasurer,       (1984-present)
                                 and Chief
                                 Executive
                                 Officer

                                     - 13 -

<PAGE>





Joan V. Fiore                    Secretary        Furman Selz LLC - Managing
Age:  40                                          Director and Counsel
                                                  (1991-present); Securities
                                                  and Exchange Commission -
                                                  Staff Attorney (1986-1991)

Sheryl Hirschfeld                Assistant        Furman Selz LLC -
Age:  35                         Secretary        Director, Corporate
                                                  Secretary Services (1994);
                                                  The Dreyfus Corporation -
                                                  Assistant to the Corporate
                                                  Secretary and General
                                                  Counsel (1982-1994)

Gordon M. Forrester              Assistant        Furman Selz LLC - Managing
Age:  35                         Treasurer        Director, Mutual Funds
                                                  Division (1987-present)



         Directors of the Company who are not  directors,  officers or employees
of the Adviser or the Administrator  receive from the Company an annual retainer
of $2000  and a fee of $500 for each  Board of  Directors  and  Board  committee
meeting  of the  Company  attended  and are  reimbursed  for  all  out-of-pocket
expenses  relating to attendance at such meetings.  Directors who are directors,
officers  or  employees  of the  Adviser  or the  Administrator  do not  receive
compensation  from the  Company.  The table  below sets  forth the  compensation
received by each  Director  from the Company for the fiscal year ended April 30,
1996.
<TABLE>
<CAPTION>
<S>                        <C>              <C>                        <C>               <C>
                                            Pension or                 Estimated             Total
                           Aggregate        Retirement                 Annual            Compensation
Name of                    Compensa-        Benefits Accrued           Benefits          From Registrant
Person,                    tion From        As Part of Fund             Upon             and Fund Retirement
Complex                    Position         Registrant                 Expenses          Paid to Directors
   
Leslie H. Garner, Jr.      $5,000               -0-                        -0-                $5,000

James H. Speed, Jr.        $5,000               -0-                        -0-                $5,000

Frederick E. Turnage       $5,000               -0-                        -0-                $5,000

Lucy Hancock Bode          $4,000               -0-                        -0-                $4,000

J. Franklin Martin         $1,000               -0-                        -0-                $1,000
</TABLE>

- -----------------------------
*        Elected to the Board January 24, 1996





                                     - 14 -

<PAGE>



         As of August 9, 1996,  the Officers and Directors of the Company,  as a
group, own less than 1% of the outstanding shares of the Funds.

         As of August 9, 1996, the following individuals owned 5% or more of the
Class C shares of the Funds:
    





                                     - 15 -

<PAGE>



                           CENTURA EQUITY GROWTH FUND
   
                                           SHARES OWNED      PERCENTAGE OWNED

Centura Bank                                 2,584,069           26.8%
Cash Account
Attn Trust Operations
P.O. Box 1220
Rocky Mount, N.C.  27802-1220

Centura Bank                                 6,859,329           71.2%
Reinvest Account
Attn Trust Operations
P.O. Box 1220
Rocky Mount, NC  27802-1220
    

                     CENTURA FEDERAL SECURITIES INCOME FUND
   
                                           SHARES OWNED      PERCENTAGE OWNED

Centura Bank                                 4,252,858            36.8%
Cash Account
Attn Trust Operations
P.O. Box 1220
Rocky Mount, NC  27802-1220

Centura Bank                                 7,238,917            62.6%
Reinvest Account
Attn Trust Operations
P.O. Box 1220
Rocky Mount, NC  27802-1220
    

                    CENTURA NORTH CAROLINA TAX-FREE BOND FUND
   
                                           SHARES OWNED      PERCENTAGE OWNED

Centura Bank                                 3,541,300            95.8%
Cash Account
Attn Trust Operations
P.O. Box 1220
Rocky Mount, NC  27802-1220
    


Investment Adviser

         Centura Bank (the  "Adviser") 131 North Church Street,  Rocky Mountain,
North  Carolina  27802,  serves as  investment  adviser to the Funds.  For these
services,  the Adviser  receives from each Fund a fee at an annual rate based on
each  Fund's  average  daily net  assets.  The rates for each Fund are 0.70% for
Centura  Equity Growth Fund,  0.70% for Centura  Equity  Income Fund,  0.30% for
Centura  Federal  Securities  Income Fund and 0.35% for Centura  North  Carolina
Tax-Free Bond Fund.

         Under the terms of the Investment Advisory Agreement for the Funds 
between the Company and the Adviser ("Agreement"), the



                                     - 16 -

<PAGE>



investment advisory services of the Adviser to the Funds are not exclusive.  The
Adviser is free to, and does, render investment advisory services to others.
   
         The  Agreement  will continue in effect with respect to each Fund for a
period more than two years from the date of its execution,  only as long as such
continuance  is  approved  at least  annually  (i) by vote of the  holders  of a
majority of the  outstanding  voting  securities of each Fund or by the Board of
Directors  and (ii) by a majority  of the  Directors  who are not parties to the
Agreement  or  "interested  persons"  (as  defined  in the 1940 Act) of any such
party.  With respect to all the Funds other than Centura Equity Income Fund, the
Agreement  was approved by the Board of  Directors,  including a majority of the
Directors who are not parties to the Agreement or interested persons of any such
parties, at a meeting called for the purpose of voting on the Agreement, held on
April 26, 1994, and by the sole  shareholder of the Funds on April 26, 1994. The
Agreement was recently  re-approved with respect to those Funds at the April 23,
1996 Board of Directors  Meeting.  With respect to Centura  Equity  Income Fund,
which was organized on August 28, 1996,  the Agreement was approved by the Board
of  Directors,  including a majority of the Directors who are not parties to the
Agreement or interested  persons of any such parties,  at its meeting called for
such purpose held on July 24, 1996, and by the sole  shareholder of that Fund on
July 24, 1996.  The Agreement  may be terminated at any time without  penalty by
vote of the  Directors  (with respect to the Company or a Fund) or, with respect
to any Fund,  by vote of the Directors or the  shareholders  of that Fund, or by
the Adviser, on 60 days written notice by either party to the Agreement and will
terminate automatically if assigned.

         For the fiscal year ended April 30,  1996,  the  Adviser  received  the
following in advisory fees:  $802,888 from the Equity Growth Fund, $312,098 from
the Federal  Securities  Income Fund and was entitled to $138,274 from the North
Carolina  Tax-Free Bond Fund,  however,  waived $99,774.  For the period June 1,
1994  (commencement of operations)  through April 30, 1995, the Adviser received
the following in advisory fees:  $458,424 from the Equity Growth Fund,  $236,139
from the Federal  Securities Income Fund and the Adviser was entitled to $98,015
from the North Carolina Tax-Free Bond Fund but waived $83,311.
    

Distribution of Fund Shares

         Centura Funds Distributor, Inc. (the "Distributor") serves as principal
underwriter for the shares of the Funds pursuant to a Distribution Contract. The
Distribution Contract provides that the Distributor will use its best efforts to
maintain a broad distribution of the Funds' shares among bona fide investors and
may enter into selling  group  agreements  with  responsible  dealers and dealer
managers as well as sell the Funds' shares to



                                     - 17 -

<PAGE>



individual investors.  The Distributor is not obligated to sell any specific 
amount of shares.

         Service and distribution  plans (the "Plans") have been adopted by each
of the Funds for Class A shares and Class B shares providing for different rates
of fee payment with respect to each of those classes of shares,  as described in
the Prospectus. No Plan has been adopted for Class C shares.

Administrative Services

         Furman  Selz (the  "Administrator")  provides  administrative  services
necessary for the  operation of the Funds,  including  among other  things,  (i)
preparation  of  shareholder   reports  and   communications,   (ii)  regulatory
compliance,  such as reports to and filings  with the  Securities  and  Exchange
Commission   ("SEC")  and  state   securities   commissions  and  (iii)  general
supervision  of  the  operation  of the  Funds,  including  coordination  of the
services performed by the Funds' Adviser, Distributor,  custodians,  independent
accountants, legal counsel and others. In addition, Furman Selz furnishes office
space and facilities  required for conducting the business of the Funds and pays
the compensation of the Funds' officers, employees and Directors affiliated with
Furman Selz.  For these  services,  Furman Selz  receives  from each Fund a fee,
payable  monthly,  at the annual rate of 0.15% of each Fund's  average daily net
assets.
   
         On June 28, 1996 Furman Selz and BISYS Group, Inc. ("BISYS")  announced
a  definitive  agreement  which  provides for Furman Selz to transfer its mutual
fund business to BISYS.  This  transaction  is expected to close within 90 days.
BISYS,  headquartered  in Little  Falls,  New Jersey,  supports  more than 5,000
financial  institutions  and corporate  clients  through two strategic  business
units.  BISYS  Information  Services Group  provides  image and data  processing
outsourcing,  and  pricing  analysis  to more than 600 banks  nationwide.  BISYS
Investment Services Group designs,  administers and distributes over 30 families
of proprietary mutual funds consisting of more than 365 portfolios, and provides
401(k)  marketing  support,   administration,   and  recordkeeping  services  in
partnership with banking institutions and investment management companies.  At a
meeting  held on July 24,  1996,  the  Directors  reviewed  and  approved  a new
Administration  Agreement and  Distribution  Agreement  with BISYS Fund Services
Limited  Partnership d/b/a BISYS Fund Services,  a new Transfer Agency Agreement
and a Fund  Accouting  Agreement  with  BISYS  Fund  Services,  Inc.  Both BISYS
companies have their principal place of business at 3435 Stelzer Road, Columbus,
Ohio  43219.  These new  agreements  are  expected to take effect in the fall of
1996.

         For the  fiscal  year  ended  April 30,  1996,  the  Administrator  was
entitled to the following administrative services fees:




                                     - 18 -

<PAGE>



                                                 Furman Selz     Furman Selz
                                                 Entitled        Waived

Centura Equity Growth Fund                       $172,047            -
Centura Federal Securities Income Fund            156,049            -
Centura North Carolina                             59,260         $42,761
   Tax-Free Bond Fund
    
         For the period ended April 30, 1995, the  Administrator was entitled to
the following administrative services fees:

                                              Furman Selz     Furman Selz
                                              Entitled        Waived

Centura Equity Growth Fund                        $105,945      $19,669
Centura Federal Securities Income Fund             117,881       23,780
Centura North Carolina Tax-Free Bond Fund           45,419       40,371
   
         For  each  of  the  Funds  except   Centura  Equity  Income  Fund,  the
Administrative  Services  Contract  was  approved  by the  Board  of  Directors,
including a majority  of the  Directors  who are not parties to the  Contract or
interested persons of such parties, at its meeting held on April 26, 1994 and by
the sole  shareholder  of each of the Funds on April 26,  1994 and was  recently
re-approved at the April 23, 1996 Board of Directors Meeting. The Administrative
Services Contract with respect to Centura Equity Income Fund was approved by the
Board of Directors, including a majority of the Directors who are not parties to
the Contract or interested  persons of such parties,  at a meeting held July 24,
1996  and  by  the  sole  shareholder  of  that  Fund  on  July  24,  1996.  The
Administrative  Services  Contract is  terminable  with respect to a Fund or the
Company without penalty, at any time, by vote of a majority of the Directors or,
with  respect to a Fund,  by vote of the  holders of a majority of the shares of
the Fund,  each upon not more than 60 days written notice to the  Administrator,
and upon 60 days notice, by the Administrator.
    
Service Organizations

         The  Company  may  also   contract   with   banks,   trust   companies,
broker-dealers  (other  than  Furman  Selz)  or  other  financial  organizations
("Service  Organizations")  to provide certain  administrative  services for the
Funds.  Services  provided  by Service  Organizations  may  include  among other
things:  providing  necessary personnel and facilities to establish and maintain
certain shareholder  accounts and records;  assisting in processing purchase and
redemption  transactions;  arranging for the wiring of funds;  transmitting  and
receiving  funds in connection  with client orders to purchase or redeem shares;
verifying and  guaranteeing  client  signatures in  connection  with  redemption
orders,  transfers among and changes in client-designating  accounts;  providing
periodic  statements  showing a  client's  account  balance  and,  to the extent
practicable,  integrating  such  information  with  other  client  transactions;
furnishing periodic and annual statements and confirmations of all purchases and
redemptions



                                     - 19 -

<PAGE>



of shares in a client's account;  transmitting proxy statements, annual reports,
and updating  prospectuses and other  communications  from the Funds to clients;
and  providing  such  other  services  as the Funds or a client  reasonably  may
request,  to the extent  permitted by applicable  statute,  rule or  regulation.
Neither  Furman Selz nor the Adviser will be a Service  Organization  or receive
fees for servicing.

         Some  Service   Organizations   may  impose   additional  or  different
conditions on their clients, such as requiring their clients to invest more than
the minimum initial or subsequent investments specified by the Funds or charging
a direct fee for servicing.  If imposed,  these fees would be in addition to any
amounts  that  might be paid to the  Service  Organization  by the  Funds.  Each
Service  Organization  has agreed to  transmit  to its clients a schedule of any
such fees.  Shareholders  using Service  Organizations are urged to consult them
regarding any such fees or conditions.

         The  Glass-Steagall  Act and other applicable laws, among other things,
prohibit  banks  from  engaging  in the  business  of  underwriting,  selling or
distributing securities.  There currently is no precedent prohibiting banks from
performing   administrative  and  shareholder  servicing  functions  as  Service
Organizations.  However, judicial or administrative decisions or interpretations
of such  laws,  as well as  changes  in  either  Federal  or state  statutes  or
regulations   relating  to  the  permissible   activities  of  banks  and  their
subsidiaries or affiliates,  could prevent a bank from continuing to perform all
or a part of its servicing  activities.  In addition,  state  securities laws on
this issue may differ from the  interpretations  of federal law expressed herein
and banks and  financial  institutions  may be  required  to register as dealers
pursuant to state law. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain  shareholders  of the Funds and alternative
means for continuing the servicing of such shareholders would be sought. In that
event,  changes in the  operation  of the Funds  might  occur and a  shareholder
serviced by such a bank might no longer be able to avail  itself of any services
then being  provided by the bank.  It is not expected  that  shareholders  would
suffer  any  adverse  financial  consequences  as  a  result  of  any  of  these
occurrences.

                        DETERMINATION OF NET ASSET VALUE

         The Funds value  their  portfolio  securities  in  accordance  with the
procedures described in the Prospectus.

                             PORTFOLIO TRANSACTIONS

         Investment  decisions  for  the  Funds  and for  the  other  investment
advisory  clients  of the  Adviser  are  made  with a view  to  achieving  their
respective investment  objectives.  Investment decisions are the product of many
factors in addition to basic  suitability  for the particular  client  involved.
Thus,  a  particular  security  may be bought or sold for certain  clients  even
though it could  have been  bought or sold for other  clients  at the same time.
Likewise, a particular



                                     - 20 -

<PAGE>



security  may be bought for one or more  clients  when one or more  clients  are
selling  the  security.  In some  instances,  one client  may sell a  particular
security to another client.  It also sometimes  happens that two or more clients
simultaneously  purchase  or sell the same  security,  in which event each day's
transactions in such security are, insofar as possible, averaged as to price and
allocated  between such clients in a manner  which in the  Adviser's  opinion is
equitable to each and in accordance  with the amount being  purchased or sold by
each. There may be circumstances when purchases or sales of portfolio securities
for one or more clients will have an adverse effect on other clients.

         The  Funds  have no  obligation  to deal  with any  dealer  or group of
dealers in the execution of  transactions  in portfolio  securities.  Subject to
policies  established  by the  Company's  Board of  Directors,  the  Adviser  is
primarily  responsible  for  portfolio  decisions  and the placing of  portfolio
transactions.  In  placing  orders,  it is the policy of the Funds to obtain the
best  results  taking into account the  broker-dealer's  general  execution  and
operational facilities,  the type of transaction involved and other factors such
as the dealer's risk in positioning the securities.  While the Adviser generally
seeks  reasonably  competitive  spreads  or  commissions,  the  Funds  will  not
necessarily be paying the lowest spread or commission available.

         Purchases and sales of securities will often be principal  transactions
in the case of debt securities and equity securities traded otherwise than on an
exchange.  The purchase or sale of equity securities will frequently involve the
payment of a commission to a broker-dealer who effects the transaction on behalf
of a Fund. Debt securities normally will be purchased or sold from or to issuers
directly  or to dealers  serving as market  makers for the  securities  at a net
price.  Generally,  money market securities are traded on a net basis and do not
involve brokerage  commissions.  Under the 1940 Act, persons affiliated with the
Funds,  the Adviser or Furman Selz are prohibited from dealing with the Funds as
a principal  in the purchase and sale of  securities  unless a permissive  order
allowing such transactions is obtained from the SEC.

         The Adviser may, in circumstances  in which two or more  broker-dealers
are in a position to offer comparable results,  give preference to a dealer that
has  provided  statistical  or  other  research  services  to  the  Adviser.  By
allocating  transactions  in this manner,  the Adviser is able to supplement its
research and analysis with the views and information of securities firms.  These
items,  which in some cases may also be purchased for cash, include such matters
as general economic and securities market reviews, industry and company reviews,
evaluations  of securities  and  recommendations  as to the purchase and sale of
securities.  Some of these  services  are of value to the  Adviser  in  advising
various of its clients (including the Funds), although not all of these services
are  necessarily  useful and of value in managing the Funds.  The advisory  fees
paid by the Funds are not reduced because the Adviser and its affiliates receive
such services.




                                     - 21 -

<PAGE>



         As permitted by Section  28(e) of the  Securities  Exchange Act of 1934
(the "Act"),  the Adviser may cause a Fund to pay a broker-dealer  that provides
"brokerage  and  research  services"  (as  defined in the Act) to the Adviser an
amount of disclosed  commission for effecting a securities  transaction  for the
Fund in excess of the commission which another  broker-dealer would have charged
for effecting that transaction.
   
         Consistent with the Rules of Fair Practice of the National  Association
of Securities Dealers,  Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Directors may determine,  the
Adviser may consider  sales of shares of the Funds as a factor in the  selection
of  broker-dealers  to execute  portfolio  transactions  for the Funds.  For the
period ended April 30, 1996, the Equity Growth Fund paid  brokerage  commissions
in the  amount of  $192,705.  Of this  amount,  none was paid to any  affiliated
brokers.  For the period ended April 30, 1995,  only the Equity Growth Fund paid
brokerage commissions,  in the amount of $115,342. Of this amount, none was paid
to any affiliated brokers.
    
Portfolio Turnover
   
         Changes may be made in the  portfolio  consistent  with the  investment
objectives and policies of the Funds whenever such changes are believed to be in
the best interests of the Funds and their  shareholders.  It is anticipated that
the  annual  portfolio  turnover  rate for a Fund  normally  will not exceed the
amount  stated  in  the  Funds'  Prospectus.  The  portfolio  turnover  rate  is
calculated by dividing the lesser of purchases or sales of portfolio  securities
by the average monthly value of the Fund's portfolio securities. For purposes of
this calculation,  portfolio securities exclude all securities having a maturity
when purchased of one year or less.  The portfolio  turnover rate for the fiscal
year ended April 30, 1996 was 46%, 34%, and 80% for the Equity Growth Fund,  the
Federal  Securities  Income  Fund and the North  Carolina  Tax-Free  Bond  Fund,
respectively.  The portfolio turnover rate for the fiscal period ended April 30,
1995 was 44%, 42%, and 121% for the Equity Growth Fund,  the Federal  Securities
Income Fund and the North Carolina Tax-Free Bond Fund, respectively.
    
                                    TAXATION

         The Funds  intend  to  qualify  and elect  annually  to be  treated  as
regulated  investment  companies under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). To qualify as a regulated  investment company,
a Fund must for each taxable year (a) distribute to shareholders at least 90% of
its  investment  company  taxable  income  (which  includes,  among other items,
dividends,  taxable interest and the excess of net short-term capital gains over
net long-term capital losses);  (b) derive at least 90% of its gross income from
dividends,  interest,  payments with respect to securities  loans and gains from
the sale or other  disposition  of stock,  securities  or foreign  currencies or
other income derived with respect to its



                                     - 22 -

<PAGE>



business of investing in such stock,  securities or currencies;  (c) derive less
than 30% of its  gross  income  from the sale or other  disposition  of  certain
assets  (namely,  in the case of a Fund, (i) stock or securities;  (ii) options,
futures,  and forward  contracts (other than those on foreign  currencies),  and
(iii) foreign currencies  (including options,  futures, and forward contracts on
such  currencies)  not  directly  related to the Fund's  principal  business  of
investing in stock or securities  (or options and futures with respect to stocks
or securities)) held less than 3 months; and (d) diversify its holdings so that,
at the end of each quarter of the taxable  year,  (i) at least 50% of the market
value of the Fund's  assets is  represented  by cash and cash  items  (including
receivables),  U.S.  Government  securities,  the securities of other  regulated
investment companies and other securities, with such other securities of any one
issuer  limited for the  purposes of this  calculation  to an amount not greater
than 5% of the value of the Fund's  total assets and not greater than 10% of the
outstanding  voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government  securities or the securities of other regulated investment
companies),  or of two or more  issuers  which the Fund  controls  and which are
engaged in the same or similar or related trades or businesses.  In addition,  a
Fund earning tax-exempt interest must, in each year,  distribute at least 90% of
its net tax-exempt income. By meeting these requirements,  a Fund generally will
not be subject to Federal  income tax on its investment  company  taxable income
and net capital gains which are distributed to shareholders. If the Funds do not
meet all of these Code requirements, they will be taxed as ordinary corporations
and their distributions will be taxed to shareholders as ordinary income.

         Amounts,  other than tax-exempt  interest,  not distributed on a timely
basis in accordance with a calendar year distribution requirement are subject to
a  nondeductible  4% excise tax. To prevent  imposition  of the excise tax, each
Fund must distribute for each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (excluding any capital gains or losses) for the
calendar  year, (2) at least 98% of the excess of its capital gains over capital
losses  (adjusted for certain  ordinary  losses) for the one-year  period ending
October 31 of such year, and (3) all ordinary income and capital gain net income
(adjusted  for  certain  ordinary  losses)  for  previous  years  that  were not
distributed  during such years. A  distribution,  including an  "exempt-interest
dividend,"  will be treated as paid on December  31 of a calendar  year if it is
declared  by a Fund  during  October,  November  or  December  of  that  year to
shareholders  of record  on a date in such a month  and paid by the Fund  during
January  of the  following  year.  Such  distributions  will  be  reportable  by
shareholders  in the  calendar  year in which the  distributions  are  declared,
rather than the calendar year in which the distributions are received.

         Distributions  of  investment  company  taxable  income  generally  are
taxable to shareholders as ordinary  income.  Distributions  from certain of the
Funds may be eligible for the dividends-received



                                     - 23 -

<PAGE>



deduction available to corporations. Distributions of net capital gains, if any,
designated by the Funds as capital gain dividends are taxable to shareholders as
long-term capital gain,  regardless of the length of time the Funds' shares have
been held by a shareholder.  All distributions are taxable to the shareholder in
the same manner  whether  reinvested in  additional  shares or received in cash.
Shareholders  will  be  notified  annually  as to  the  Federal  tax  status  of
distributions.

         Distributions  by a Fund  reduce  the net  asset  value  of the  Fund's
shares.  Should a distribution  reduce the net asset value below a stockholder's
cost basis, such distribution, nevertheless, would be taxable to the shareholder
as ordinary  income or capital gain as  described  above,  even though,  from an
investment  standpoint,  it may  constitute  a  partial  return of  capital.  In
particular,  investors  should be careful to consider  the tax  implications  of
buying  shares just prior to a  distribution  by the Funds.  The price of shares
purchased  at that time  includes  the amount of the  forthcoming  distribution.
Those purchasing just prior to a distribution will receive a distribution  which
will nevertheless generally be taxable to them.

         Upon the taxable disposition (including a sale or redemption) of shares
of a Fund, a shareholder  may realize a gain or loss depending upon his basis in
his shares.  Such gain or loss generally will be treated as capital gain or loss
if the shares are capital assets in the  shareholder's  hands. Such gain or loss
will be long-term or  short-term,  generally  depending  upon the  shareholder's
holding period for the shares.  However, a loss realized by a shareholder on the
disposition  of Fund shares with respect to which  capital gain  dividends  have
been paid will,  to the extent of such  capital  gain  dividends,  be treated as
long-term  capital loss if such shares have been held by the shareholder for six
months or less.  A loss  realized  on the  redemption,  sale or exchange of Fund
shares will be disallowed to the extent an exempt-interest dividend was received
with respect to those shares if the shares have been held by the shareholder for
six months or less. Further, a loss realized on a disposition will be disallowed
to the extent the shares  disposed of are replaced  (whether by  reinvestment of
distributions or otherwise)  within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed  of. In such a case,  the basis
of the shares acquired will be adjusted to reflect the disallowed  loss. In some
circumstances,  basis  adjustments  are required in  computing  gains or loss on
dispositions  of Fund shares  within 90 days after their  acquisition  where new
shares of a regulated  investment company are then acquired with a reduced sales
load. Shareholders receiving distributions in the form of additional shares will
have a cost basis for Federal  income tax purposes in each share  received equal
to the net asset value of a share of the Funds on the reinvestment date.

         The taxation of equity  options is governed by the Code  section  1234.
Pursuant to Code section 1234, the premium  received by a Fund for selling a put
or call option is not included in income at the time



                                     - 24 -

<PAGE>



of receipt. If the option expires, the premium is short-term capital gain to the
Fund. If the Fund enters into a closing transaction,  the difference between the
amount paid to close out its  position  and the premium  received is  short-term
capital gain or loss. If a call option  written by a Fund is exercised,  thereby
requiring the Fund to sell the  underlying  security,  the premium will increase
the amount  realized upon the sale of such  security and any  resulting  gain or
loss  will be a  capital  gain or loss,  and  will be  long-term  or  short-term
depending upon the holding period of the security. With respect to a put or call
option that is purchased by a Fund, if the option is sold, any resulting gain or
loss  will be a  capital  gain or loss,  and will be  long-term  or  short-term,
depending  upon the holding  period of the option.  If the option  expires,  the
resulting loss is a capital loss and is long-term or short-term,  depending upon
the holding  period of the option.  If the option is exercised,  the cost of the
option,  in the case of a call  option,  is added to the basis of the  purchased
security  and, in the case of a put option,  reduces the amount  realized on the
underlying security in determining gain or loss.

         Certain of the options, futures contracts, and forward foreign currency
exchange  contracts  that  several  of the  Funds may  invest  in are  so-called
"section 1256  contracts." With certain  exceptions,  gains or losses on section
1256 contracts generally are considered 60% long-term and 40% short-term capital
gains or losses  ("60/40").  Also,  section 1256 contracts held by a Fund at the
end of each taxable year (and, generally,  for purposes of the 4% excise tax, on
October 31 of each year) are "marked-to-market"  with the result that unrealized
gains or losses are treated as though they were realized and the resulting  gain
or loss is treated as 60/40 gain or loss.

         Generally,  the hedging transactions undertaken by a Fund may result in
"straddles"  for Federal income tax purposes.  The straddle rules may affect the
character of gains (or losses) realized by a Fund. In addition,  losses realized
by a Fund on a position  that is part of a straddle  may be  deferred  under the
straddle rules,  rather than being taken into account in calculating the taxable
income for the taxable  year in which such losses are  realized.  Because only a
few regulations  implementing the straddle rules have been promulgated,  the tax
consequences to a Fund of hedging  transactions are not entirely clear.  Hedging
transactions  may increase the amount of  short-term  capital gain realized by a
Fund which is taxed as ordinary income when distributed to stockholders.

         A Fund may make one or more of the elections  available  under the Code
which are  applicable to straddles.  If a Fund makes any of the  elections,  the
amount,  character  and timing of the  recognition  of gains or losses  from the
affected  straddle  positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to  accelerate  the  recognition  of gains or losses  from the  affected
straddle positions.




                                     - 25 -

<PAGE>



         Because  application  of the straddle rules may affect the character of
gains or losses,  defer losses and/or  accelerate  the  recognition  of gains or
losses  from  the  affected  straddle  positions,   the  amount  which  must  be
distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a fund that did not engage in such hedging transactions.

         Certain  requirements  that  must be met  under the Code in order for a
Fund to qualify as a regulated  investment company may limit the extent to which
a Fund will be able to engage  in  transactions  in  options,  futures,  forward
contracts and similar instruments.

         Certain  of the debt  securities  acquired  by a Fund may be treated as
debt  securities  that were  originally  issued at a  discount.  Original  issue
discount can generally be defined as the difference between the price at which a
security was issued and its stated  redemption  price at  maturity.  Although no
cash  income is  actually  received by the Fund,  original  issue  discount on a
taxable debt  security  earned in a given year  generally is treated for Federal
income tax purposes as interest and, therefore,  such income would be subject to
the  distribution  requirements  of the  Code.  Original  issue  discount  on an
obligation, the interest from which is exempt from Federal income tax, generally
will constitute tax-exempt interest income.

         Some of the debt  securities  may be  purchased by a Fund at a discount
which exceeds the original issue discount on such debt securities,  if any. This
additional  discount represents market discount for Federal income tax purposes.
The  gain  realized  on  the  disposition  of any  debt  security,  including  a
tax-exempt  debt  security,  having  market  discount will be treated as taxable
income to the extent it does not exceed the accrued market discount on such debt
security.  Generally,  market discount accrues on a daily basis for each day the
debt security is held by the Fund at a constant rate over the time  remaining to
the debt  security's  maturity  or, at the  election of the Fund,  at a constant
yield to  maturity  which  takes into  account the  semi-annual  compounding  of
interest.

         Under  the  Code,  gains or  losses  attributable  to  fluctuations  in
exchange  rates which  occur  between  the time a Fund  accrues  income or other
receivables or accrues  expenses or other  liabilities  denominated in a foreign
currency,  and the time the Fund actually collects such receivables or pays such
liabilities,  generally  are  treated  as  ordinary  income  or  ordinary  loss.
Similarly,  on disposition of debt securities  denominated in a foreign currency
and on disposition of certain options and forward and futures  contracts,  gains
or losses  attributable to fluctuations in the value of foreign currency between
the date of  acquisition of the security or contract and the date of disposition
also are treated as ordinary  gain or loss.  These gains or losses,  referred to
under the Code as "section  988" gains or losses,  may  increase,  decrease,  or
eliminate the amount of a Fund's investment



                                     - 26 -

<PAGE>



company taxable income to be distributed to its shareholders as ordinary income.

         Some  Funds  may  invest  in  stocks  of  foreign  companies  that  are
classified under the Code as passive foreign investment companies ("PFICs").  In
general,  a foreign  company is  classified as a PFIC under the Code if at least
one-half of its assets constitute  investment-type  assets or 75% or more of its
gross  income is  investment-type  income.  Under  the PFIC  rules,  an  "excess
distribution"  received  with  respect to PFIC  stock is treated as having  been
realized  ratably over the period  during which the Fund held the PFIC stock.  A
Fund  itself  will be  subject  to tax on the  portion,  if any,  of the  excess
distribution  that is allocated to the Fund's  holding  period in prior  taxable
years  (and an  interest  factor  will be added  to the  tax,  as if the tax had
actually  been  payable  in such  prior  taxable  years)  even  though  the Fund
distributes  the  corresponding  income to  stockholders.  Excess  distributions
include  any gain from the sale of PFIC stock as well as  certain  distributions
from a PFIC. All excess distributions are taxable as ordinary income.

         A Fund may be able to elect  alternative  tax treatment with respect to
PFIC stock. Under an election that currently may be available,  a Fund generally
would be required to include in its gross  income its share of the earnings of a
PFIC on a current basis,  regardless of whether any  distributions  are received
from the PFIC. If this election is made,  the special  rules,  discussed  above,
relating to the taxation of excess distributions,  would not apply. In addition,
another  election  may be  available  that would  involve  marking to market the
Funds' PFIC shares at the end of each taxable  year (and on certain  other dates
prescribed in the Code),  with the result that  unrealized  gains are treated as
though they were  realized.  If this election  were made,  tax at the Fund level
under the PFIC rules would  generally  be  eliminated,  but the Fund  could,  in
limited  circumstances,   incur  nondeductible  interest  charges.  Each  Fund's
intention to qualify  annually as a regulated  investment  company may limit its
elections with respect to PFIC stock.

         Income received by a Fund from sources within foreign  countries may be
subject to  withholding  and other  similar  income taxes imposed by the foreign
country.  If more than 50% of the value of a Fund's total assets at the close of
its taxable year consists of securities of foreign governments and corporations,
the  Fund  will be  eligible  and  intends  to elect  to  "pass-through"  to its
shareholders the amount of such foreign taxes paid by the Fund. Pursuant to this
election,  a  shareholder  would be  required  to  include  in gross  income (in
addition  to  taxable  dividends  actually  received)  his pro rata share of the
foreign  taxes  paid by a Fund,  and would be  entitled  either to deduct (as an
itemized deduction) his pro rata share of foreign taxes in computing his taxable
income or to use it as a foreign tax credit against his U.S.  Federal income tax
liability, subject to limitations. No deduction for foreign taxes may be claimed
by a shareholder who does not itemize deductions,  but such a shareholder may be
eligible to claim the foreign tax credit (see below). Each shareholder will be



                                     - 27 -

<PAGE>



notified  within 60 days after the close of a Fund's  taxable  year  whether the
foreign taxes paid by a Fund will  "pass-through" for that year and, if so, such
notification will designate (a) the  shareholder's  portion of the foreign taxes
paid to each such country and (b) the portion of the dividend  which  represents
income derived from foreign sources.

         Generally, a credit for foreign taxes is subject to the limitation that
it may not exceed the  shareholder's  U.S. tax attributable to his total foreign
source taxable income. For this purpose,  if a Fund makes the election described
in the preceding paragraph, the source of the Fund's income flows through to its
shareholders.  With respect to a Fund, gains from the sale of securities will be
treated as derived from U.S.  sources and certain currency  fluctuations  gains,
including fluctuation gains from foreign  currency-denominated  debt securities,
receivables  and payables,  will be treated as ordinary income derived from U.S.
sources.  The  limitation  on the  foreign tax credit is applied  separately  to
foreign  source  passive  income (as  defined  for  purposes  of the foreign tax
credit)  including  foreign  source  passive  income of a Fund.  The foreign tax
credit  may  offset  only  90%  of  the  alternative   minimum  tax  imposed  on
corporations and individuals, and foreign taxes generally may not be deducted in
computing alternative minimum taxable income.

         The  Funds are  required  to report  to the  Internal  Revenue  Service
("IRS") all distributions except in the case of certain exempt shareholders. All
such distributions generally are subject to withholding of Federal income tax at
a rate of 31% ("backup  withholding") in the case of non-exempt  shareholders if
(1) the  shareholder  fails  to  furnish  the  Funds  with  and to  certify  the
shareholder's correct taxpayer  identification number or social security number,
(2) the IRS notifies the Funds or a shareholder  that the shareholder has failed
to  report  properly  certain  interest  and  dividend  income to the IRS and to
respond  to  notices  to  that  effect,  or (3)  when  required  to do  so,  the
shareholder  fails to certify that he is not subject to backup  withholding.  If
the  withholding  provisions are  applicable,  any such  distributions,  whether
reinvested in additional shares or taken in cash, will be reduced by the amounts
required to be withheld. Backup withholding is not an additional tax. Any amount
withheld  may be credited  against the  shareholder's  U.S.  Federal  income tax
liability.   Investors  may  wish  to  consult  their  tax  advisors  about  the
applicability of the backup withholding provisions.

         The  foregoing  discussion  relates  only to Federal  income tax law as
applicable  to  U.S.  persons  (i.e.,  U.S.  citizens  and  residents  and  U.S.
corporations, partnerships, trusts and estates). Distributions by the Funds also
may be  subject to state and local  taxes and their  treatment  under  state and
local  income  tax laws  may  differ  from the  Federal  income  tax  treatment.
Distributions  of a Fund which are derived from interest on  obligations  of the
U.S. Government and certain of its agencies and  instrumentalities may be exempt
from state and local taxes in certain states.  Shareholders should consult their
tax advisors with respect to particular questions of Federal, state



                                     - 28 -

<PAGE>



and local taxation.  Shareholders who are not U.S. persons should consult their 
tax advisors regarding U.S. and foreign tax consequences of ownership of shares
of the Funds including the likelihood that distributions to them would be 
subject to withholding of U.S. tax at a rate of 30% (or at a lower rate under a
tax treaty).

         Centura North  Carolina  Tax-Free Bond Fund. The Fund intends to manage
its portfolio so that it will be eligible to pay "exempt-interest  dividends" to
shareholders.  The Fund will so qualify if, at the close of each  quarter of its
taxable year,  at least 50% of the value of its total assets  consists of state,
municipal,  and certain other  securities,  the interest on which is exempt from
the  regular  Federal  income  tax.  To the  extent  that the  Fund's  dividends
distributed  to  shareholders  are  derived  from such  interest  income and are
designated  as  exempt-interest  dividends by the Fund,  they will be excludable
from  a   shareholder's   gross   income  for  Federal   income  tax   purposes.
Exempt-interest  dividends,  however, must be taken into account by shareholders
in  determining  whether  their  total  incomes  are  large  enough to result in
taxation of up to one-half (85% for taxable years beginning after 1993) of their
social security benefits and certain railroad retirement benefits. The Fund will
inform  shareholders  annually as to the portion of the  distributions  from the
Fund which  constitute  exempt-interest  dividends.  In addition,  for corporate
shareholders of the Fund,  exempt-interest dividends may comprise part or all of
an  adjustment  to  alternative  minimum  taxable  income  for  purposes  of the
alternative  minimum tax and the  environmental  tax under  sections 55 and 59A.
Exempt-interest  dividends that are  attributable  to certain  private  activity
bonds,  while not subject to the regular  Federal  income tax, may constitute an
item of tax preference for purposes of the alternative minimum tax.

         To the extent that the Fund's dividends are derived from its investment
company  taxable  income  (which  includes  interest  on its  temporary  taxable
investments  and the excess of net  short-term  capital gain over net  long-term
capital loss), they are considered  ordinary (taxable) income for Federal income
tax  purposes.  Such  dividends  will  not  qualify  for the  dividends-received
deduction  for  corporations.  Distributions,  if any, of net capital gains (the
excess  of  net  long-term  capital  gain  over  net  short-term  capital  loss)
designated by a Fund as capital gain  dividends are taxable to  shareholders  as
long-term  capital gain  regardless  of the length of time the  shareholder  has
owned shares of the Fund.

         Upon redemption,  sale or exchange of shares of the Fund, a shareholder
will realize a taxable gain or loss, depending on whether the gross proceeds are
more or less than the  shareholder's  tax basis for the shares.  The  discussion
above provides  additional detail about the income tax consequences of disposing
of Fund shares.

         Deductions for interest  expense incurred to acquire or carry shares of
the Fund may be subject to  limitations  that reduce,  defer,  or eliminate such
deductions.  This includes  limitations  on deducting  interest on  indebtedness
properly allocable to investment property



                                     - 29 -

<PAGE>



(which may include  shares of the Fund).  In  addition,  a  shareholder  may not
deduct a portion of interest on  indebtedness  incurred or continued to purchase
or  carry  shares  of  an   investment   company  (such  as  this  Fund)  paying
exempt-interest  dividends.  Such disallowance would be in an amount which bears
the same ratio to the total of such  interest as the  exempt-interest  dividends
bear to the total  dividends,  excluding net capital gain dividends  received by
the  shareholder.  Under rules issued by the IRS for  determining  when borrowed
funds are considered used for the purposes of purchasing or carrying  particular
assets, the purchase of shares may be considered to have been made with borrowed
funds even though the borrowed funds are not directly  traceable to the purchase
of shares.

         North Carolina law exempts from income taxation dividends received from
a regulated  investment  company in  proportion  to the income of the  regulated
investment  company that is  attributable  to interest on bonds or securities of
the U.S. government or any agency or instrumentality  thereof or on bonds of the
State of North  Carolina or any county,  municipality  or political  subdivision
thereof,  including  any agency,  board,  authority or  commission of any of the
above.

         Opinions  relating to the  validity  of  municipal  securities  and the
exemption  of interest  thereon  from  Federal  income tax are  rendered by bond
counsel to the  issuers.  The Fund,  the Adviser and their  affiliates,  and the
Fund's counsel make no review of  proceedings  relating to the issuance of state
or municipal securities or the bases of such opinions.

         Persons  who  may be  "substantial  users"  (or  "related  persons"  of
substantial  users) of  facilities  financed by private  activity  bonds  should
consult their tax advisers  before  purchasing  shares of Centura North Carolina
Tax-Free  Bond Fund  since the  acquisition  of shares of the Fund may result in
adverse tax  consequences  to them. In addition,  all  shareholders  of the Fund
should  consult their tax advisers about the tax  consequences  to them of their
investments in the Fund.

         Changes in the tax law,  including  provisions  relating to  tax-exempt
income,  frequently come under  consideration.  If such changes are enacted, the
tax consequences  arising from an investment in Centura North Carolina  Tax-Free
Bond Fund may be  affected.  Since the Funds do not  undertake  to  furnish  tax
advice, it is important for shareholders to consult their tax advisers regularly
about the tax consequences to them of investing in one or more of the Funds.

                                OTHER INFORMATION

Capitalization

         The Company is a Maryland  corporation  established  under  Articles of
Incorporation  dated March 1, 1994 and  currently  consists  of four  separately
managed  portfolios,   each  of  which  offers  three  classes  of  shares.  The
capitalization of the Company consists solely of six



                                     - 30 -

<PAGE>



hundred million  (600,000,000) shares of common stock with a par value of $0.001
per share. The Board of Directors may establish additional Funds (with different
investment  objectives  and  fundamental  policies),  or  additional  classes of
shares,  at any time in the future.  Establishment  and  offering of  additional
Funds or classes will not alter the rights of the Company's  shareholders.  When
issued,   shares  are  fully  paid,   non-assessable,   redeemable   and  freely
transferable.  Shares do not have preemptive  rights or subscription  rights. In
any liquidation of a Fund or class,  each shareholder is entitled to receive his
pro rata share of the net assets of that Fund or class.
   
         Expenses  incurred in connection with each Fund's  organization and the
public  offering of its shares have been  deferred and are being  amortized on a
straight-line  basis over a period of not less than five  years.  For the fiscal
period  ended April 30,  1996,  these  expenses  totalled  $7,386 for the Equity
Growth Fund,  $9,772 for the Federal  Securities  Income Fund and $3,257 for the
North Carolina Tax Free Bond Fund.  Expenses of organizing Centura Equity Income
Fund will be treated in a similar manner.
    
Voting Rights

         Under the  Articles of  Incorporation,  the Company is not  required to
hold annual meetings of each Fund's shareholders to elect Directors or for other
purposes.  It is not  anticipated  that  the  Company  will  hold  shareholders'
meetings  unless  required  by law or the  Articles  of  Incorporation.  In this
regard,  the Company  will be required to hold a meeting to elect  Directors  to
fill any existing  vacancies on the Board if, at any time, fewer than a majority
of the  Directors  have been  elected by the  shareholders  of the  Company.  In
addition,  the  Articles of  Incorporation  provide that the holders of not less
than a majority of the  outstanding  shares of the  Company  may remove  persons
serving as Director.

         Each Fund may vote  separately on items  affecting  only that Fund, and
each class of shares of each Fund may vote separately on matters  affecting only
that class or affecting that class differently from other classes.

         The Company's shares do not have cumulative  voting rights, so that the
holders of more than 50% of the outstanding shares may elect the entire Board of
Directors,  in which case the holders of the remaining  shares would not be able
to elect any Directors.

Custodian, Transfer Agent and Dividend Disbursing Agent
   
         Centura Bank,  131 North Church  Street,  Rocky Mount,  North  Carolina
27802,  acts as custodian  of the  Company's  assets.  For the fiscal year ended
April 30, 1996,  the  custodian  earned fees and  out-of-pocket  expenses in the
amounts of $28,109,  $24,580 and $12,503 for the Equity Growth Fund, the Federal
Securities Income Fund and the North Carolina Tax-Free Bond Fund,  respectively.
For the period  ended  April 30,  1995,  the  custodian  earned fees of $17,188,
$19,585 and



                                     - 31 -

<PAGE>



$10,192 for the Equity Growth Fund, the Federal Securities Income Fund and the 
North Carolina Tax-Free Bond Fund, respectively.

         Furman  Selz  serves as the  Company's  transfer  agent  pursuant  to a
Service Agreement.  For the fiscal year ended April 30, 1996, Furman Selz earned
transfer  agent  fees of  $38,623  for the Equity  Growth  Fund,  $7,326 for the
Federal  Securities  Income Fund and $6,452 for the North Carolina Tax-Free Bond
Fund.  For the period ended April 30, 1995,  Furman Selz earned  transfer  agent
fees of $9,897 for the Equity  Growth  Fund,  $5,034 for the Federal  Securities
Income Fund and $4,275 for the North Carolina Tax-Free Bond Fund.  Pursuant to a
Fund Accounting  Agreement,  each Fund compensates  Furman Selz $2,500 per month
for providing fund accounting  services for the Funds. For the fiscal year ended
April 30, 1996,  Furman Selz earned the following fees for their fund accounting
services: $32,848 for the Equity Growth Fund, $33,981 for the Federal Securities
Income Fund and  $41,369  for the North  Carolina  Tax-Free  Bond Fund.  For the
period ended April 30,  1995,  Furman Selz earned the  following  fees for their
fund accounting  services:  $29,727 for the Equity Growth Fund,  $32,231 for the
Federal  Securities Income Fund and $34,948 for the North Carolina Tax-Free Bond
Fund.
    
Yield and Performance Information

         The Funds may, from time to time, include their yield, effective yield,
tax  equivalent  yield and average  annual  total  return in  advertisements  or
reports to shareholders or prospective investors.

         Quotations of yield for each class of shares of the Funds will be based
on the  investment  income per share earned during a particular  30-day  period,
less  expenses  accrued  with  respect  to that  class  during  a  period  ("net
investment income"),  and will be computed by dividing net investment income for
the class by the maximum  offering price per share of that class on the last day
of the period, according to the following formula:

                  YIELD = 2[(a-b + 1)superscript 6-1]
                             ---
                             cd

where a = dividends and interest earned during the period,  b = expenses accrued
for the period  (net of any  reimbursements),  c = the average  daily  number of
shares of the class outstanding  during the period that were entitled to receive
dividends, and d = the maximum offering price per share of the class on the last
day of the period.
   
         The 30-day yield for Class C shares for the period ended April 30, 1996
was as follows:  5.77% for the Federal  Securities Income Fund and 4.45% for the
North Carolina Tax Free Bond Fund.
    
         Quotations of tax-equivalent  yield for each class of shares of Centura
North Carolina Tax-Free Bond Fund will be calculated  according to the following
formula:



                                     - 32 -

<PAGE>




                  TAX EQUIVALENT YIELD = ( E )
                                         -----
                                          l-p

                  E = tax-exempt yield
                  p = stated income tax rate

         Quotations of average annual total return will be expressed in terms of
the average annual  compounded  rate of return of a  hypothetical  investment in
each class of shares of a Fund over periods of 1, 5 and 10 years (up to the life
of the Fund), calculated pursuant to the following formula:

                  P (1 + T)superscript n = ERV

(where P = a  hypothetical  initial  payment of $1,000,  T = the average  annual
total  return  for the  class,  n = the  number of years,  and ERV = the  ending
redeemable  value of a hypothetical  $1,000 payment made at the beginning of the
period).  All total return  figures  will  reflect the  deduction of the maximum
sales charge and a proportional share of Fund and  class-specific  expenses (net
of certain  reimbursed  expenses) on an annual  basis,  and will assume that all
dividends and distributions are reinvested when paid.

         Quotations of yield and total return will reflect only the  performance
of a  hypothetical  investment  in a class of  shares of the  Funds  during  the
particular  time period  shown.  Yield and total  return for the Funds will vary
based on  changes  in the market  conditions  and the level of the  Fund's  (and
classes') expenses,  and no reported  performance figure should be considered an
indication of performance which may be expected in the future.

         In connection with  communicating its yields or total return to current
or  prospective  unit  holders,  the Funds also may compare these figures to the
performance  of other mutual funds tracked by mutual fund rating  services or to
other unmanaged indexes which may assume reinvestment of dividends but generally
do not reflect deductions for administrative and management costs.
   
         The average  annual total return for Class C shares for the fiscal year
ended  April 30,  1996 was  34.97%  for the Equity  Growth  Fund,  6.47% for the
Federal  Securities  Income Fund and 5.78% for the North Carolina  Tax-Free Bond
Fund.  The average annual total return for Class C shares for the period June 1,
1994  (commencement  of  operations)  through  April 30, 1996 was 21.54% for the
Equity Growth Fund, 6.13% for the Federal  Securities  Income Fund and 5.14% for
the North Carolina Tax-Free Bond Fund.
    
         Performance  information for the Funds may be compared,  in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index, Dow Jones
Industrial Average, or other unmanaged indices so that investors may compare the
Funds' results with those of a group of unmanaged  securities widely regarded by
investors as representative of



                                     - 33 -

<PAGE>


the securities markets in general;  (ii) other groups of mutual funds tracked by
Lipper Analytical  Services, a widely used independent research firm which ranks
mutual  funds by overall  performance,  investment  objectives,  and assets,  or
tracked by other services,  companies,  publications, or persons who rank mutual
funds on overall  performance  or other  criteria;  and (iii) the Consumer Price
Index  (measure  for  inflation)  to  assess  the real  rate of  return  from an
investment in a Fund.

         Investors  who  purchase  and  redeem  shares  of the  Funds  through a
customer account maintained at a Service Organization may be charged one or more
of the following  types of fees as agreed upon by the Service  Organization  and
the  investor,  with  respect to the customer  services  provided by the Service
Organization:  account fees (a fixed amount per month or per year);  transaction
fees  (a  fixed  amount  per  transaction   processed);   compensating   balance
requirements  (a minimum  dollar  amount a customer  must  maintain  in order to
obtain the services  offered);  or account  maintenance  fees (a periodic charge
based upon a percentage of the assets in the account or of the dividends paid on
those assets).  Such fees will have the effect of reducing the yield and average
annual total return of the Funds for those investors.

Independent Accountants

         McGladrey & Pullen LLP serves as the  independent  accountants  for the
Company.  McGladrey & Pullen LLP provides audit services, tax return preparation
and assistance and consultation in connection with review of SEC filings.

Counsel

         Dechert Price & Rhoads, 1500 K Street, N.W.,  Washington,  D.C., 20005,
passes upon certain legal matters in connection  with the shares  offered by the
Company and also acts as Counsel to the Company.

Registration Statement

         This SAI and the Prospectus do not contain all the information included
in the Company's  Registration Statement filed with the SEC under the Securities
Act of 1933 with respect to the securities  offered hereby,  certain portions of
which have been omitted  pursuant to the rules and  regulations  of the SEC. The
Registration Statement,  including the exhibits filed therewith, may be examined
at the office of the SEC in Washington, D.C.

         Statements contained herein and in the Prospectus as to the contents of
any contract or other documents referred to are not necessarily  complete,  and,
in each  instance,  reference  is made to the  copy of such  contract  or  other
documents filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.

[insert 43-a]


                                     - 34 -

<PAGE>


   
CENTURA FUNDS, INC.
CENTURA EQUITY GROWTH FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                      MARKET
 SHARES                                                    COST       VALUE
- ---------                                                  ----       ------
<S>         <C>                                       <C>            <C>
            COMMON STOCKS -- 95.4%
            AEROSPACE -- 7.5%
   80,000   Boeing Co..............................   $  4,077,433 $  6,570,000
  100,000   Precision Castparts Corp...............      2,139,836    4,337,500
                                                         ---------   ----------
                                                         6,217,269   10,907,500
                                                         ---------   ----------
            CHEMICALS -- 7.2%
  220,000   Cabot Corp.............................      3,301,090    5,885,000
  125,000   Engelhard Corp.........................      2,974,973    3,140,625
   70,000   Mississippi Chemical Corp..............      1,430,625    1,408,750
                                                         ---------   ----------
                                                         7,706,688   10,434,375
                                                         ---------   ----------
            CAPITAL GOODS -- 4.0%
  130,000   Briggs & Stratton Corp.................      4,564,798    5,898,750
                                                         ---------   ----------
            CAPITAL GOODS/TECHNOLOGY -- 7.6%
   51,500   United Technologies Corp...............      4,522,201    5,690,750
  250,000   Lexmark International Group Inc. Class A*    4,270,964    5,406,250
                                                         ---------    ---------
                                                         8,793,165   11,097,000
                                                         ---------   ----------
            CONSUMER CYCLICALS -- 2.8%
  105,000   Gentex Corp.............................     2,469,875    4,147,500
                                                         ---------    ---------
            CONSUMER & INDUSTRIAL PRODUCTS -- 3.5%
   66,000   General Electric Co.....................     3,141,520    5,115,000
                                                         ---------    ---------
            CONSUMER STAPLE PRODUCTS -- 4.3%
  150,000   Millipore Corp..........................     4,566,572    6,281,250
                                                         ---------    ---------
            ELECTRICAL EQUIPMENT -- 3.1%
  100,000   Amp Inc.................................     3,847,316    4,475,000
                                                         ---------    ---------
            ENERGY -- 4.2%
  113,100   Tosco Corp................................   4,075,359    6,050,850
                                                         ---------    ---------
            ENVIRONMENTAL CONTROL -- 4.8%
   80,000   Molten Metal Technology Corp.*..........     1,783,250    2,580,000
  141,250   Newpark Resources Inc.*.................     2,358,663    4,431,719
                                                         ---------    ---------
                                                         4,141,913    7,011,719
                                                         ---------    ---------
            FINANCIAL SERVICES -- 6.4%
  107,000   American Express Company................     2,958,922    5,189,500
   60,000   Household International Inc.............     2,751,265    4,147,500
                                                         ---------    ---------
                                                         5,710,187    9,337,000
                                                         ---------    ---------
            HEALTHCARE MANAGEMENT -- 3.2%
  100,000   Medaphis Corp.*.........................     3,348,977    4,612,500
                                                         ---------    ---------
</TABLE>

See accompanying notes to financial statements.
<PAGE>
CENTURA FUNDS, INC.
CENTURA EQUITY GROWTH FUND
PORTFOLIO OF INVESTMENTS -- (CONTINUED)
APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                        MARKET
 SHARES                                                   COST          VALUE
- ---------                                                 ----          ------
<S>         <C>                                       <C>          <C>
 
            COMMON STOCKS -- (CONTINUED)
            INSURANCE -- 6.7%
   90,000   Jefferson Pilot Corp..............        $  3,092,260 $  4,747,500
  150,000   Provident Companies Inc.............         3,503,250    5,081,250
                                                         ---------    ---------
                                                         6,595,510    9,828,750
                                                         ---------    ---------
            MINING -- 4.8%
  100,000   Potash Corp...........................       3,246,552    7,050,000
                                                         ---------    ---------
            PHARMACEUTICALS -- 6.1%
   50,000   Guilford Pharmaceuticals Inc.*........       1,066,570    1,275,000
   65,000   Rhone-Poulenc Rorer Inc...............       3,100,173    4,030,000
   75,000   Watson Pharmaceuticals Inc.*..........       2,917,500    3,562,500
                                                         ---------    ---------
                                                         7,084,243    8,867,500
                                                         ---------    ---------
            RAW MATERIALS -- 3.9%
  100,000   Nucor Inc.............................       5,994,600    5,625,000
                                                         ---------    ---------
            RETAIL-SPECIALTY LINE -- 2.5%
   99,000   Autozone Inc.*........................       2,333,525    3,613,500
                                                         ---------    ---------
            TECHNOLOGY -- 8.1%
  100,000   Applied Materials Inc.*...............       5,061,900    4,000,000
   75,000   Computer Sciences Corp.*..............       4,469,010    5,550,000
   75,000   Madge Networks N.V.*..................       2,115,925    2,212,500
                                                         ---------    ---------
                                                        11,646,835   11,762,500
                                                        ----------   ----------
            TEXTILES -- 3.7%
  200,000   Unifi Inc.............................       4,709,400    5,375,000
                                                         ---------    ---------
            TRUCKING & LEASING -- 1.0%
  111,000   Celadon Group Inc.*...................       1,515,552    1,470,750
                                                         ---------    ---------
            TOTAL COMMON STOCKS...................     101,709,856  138,961,444
                                                       -----------  -----------
            U.S. TREASURY BILL -- 2.7%
4,000,000   U.S. Treasury Bill due 5/30/96........       3,984,445    3,984,445
                                                         ---------    ---------
            MONEY MARKET FUNDS -- 4.8%
3,264,880   Financial Square Prime Obligations 
               Portfolio..........................       3,264,880    3,264,880
3,635,190   Temp Investment Fund..................       3,635,190    3,635,190
                                                         ---------    ---------
            TOTAL MONEY MARKET FUNDS..............       6,900,070    6,900,070
                                                       -----------  -----------
            TOTAL INVESTMENTS -- 102.9%...........    $112,594,371+$149,845,959
                                                      ============
            LIABILITIES IN EXCESS OF CASH AND OTHER
              ASSETS -- (2.9)%....................                   (4,197,558)
                                                                    ------------
            NET ASSETS -- 100.0%..................                 $145,648,401
                                                                   =============
</TABLE>
- ---------------
* Non-income producing securities.
+ The cost for Federal income tax purposes is substantially the
same.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
CENTURA FEDERAL SECURITIES INCOME FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>
                                                           PRINCIPAL                       MARKET
                                                            AMOUNT           COST          VALUE
                                                           ---------     ------------   -----------
<S>                                                      <C>             <C>            <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 21.6%
FEDERAL HOME LOAN BANK -- 4.6%
  7.89%, 12/23/97........................................$  2,000,000    $  2,000,000    $  2,066,640
  7.02%, 07/06/99........................................   3,000,000       2,990,156       3,056,670
                                                                          -----------     -----------
                                                                            4,990,156       5,123,310
                                                                          -----------     -----------
FEDERAL HOME LOAN MORTGAGE CORPORATION -- 1.8%
  7.35%, 06/01/05........................................   2,000,000       2,000,000       1,936,960
                                                                          -----------     -----------
FEDERAL FARM CREDIT BANK -- 7.9%
  5.94%, 01/23/01........................................   3,000,000       2,998,125       2,900,279
  5.79%, 03/01/99........................................   1,141,304       1,109,903       1,121,377
  6.04%, 01/19/06........................................   5,000,000       5,036,075       4,664,999
                                                                          -----------     -----------
                                                                            9,144,103       8,686,655
                                                                          -----------     -----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 7.3%
  7.29%, 09/22/99........................................   2,000,000       1,982,692       2,026,060
  7.40%, 07/01/04........................................   3,000,000       3,168,584       3,086,370
  7.47%, 05/03/06........................................   3,000,000       3,000,000       2,962,680
                                                                          -----------     -----------
                                                                            8,151,276       8,075,110
                                                                          -----------     -----------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS.................                  24,285,535      23,822,035
                                                                          -----------     -----------
U.S. TREASURY NOTES -- 72.6%
  6.125%, 12/31/96.......................................   5,000,000       5,008,486       5,021,000
  6.875%, 04/30/97.......................................   5,000,000       5,044,437       5,057,599
  5.500%, 09/30/97.......................................   5,000,000       4,945,388       4,975,600
  5.250%, 07/31/98.......................................   5,000,000       4,876,626       4,912,400
  7.125%, 10/15/98.......................................   5,000,000       5,039,042       5,112,749
  5.125%, 12/31/98.......................................   5,000,000       4,794,120       4,872,849
  6.375%, 01/15/99.......................................   5,000,000       4,959,223       5,023,350
  7.000%, 04/15/99.......................................   5,000,000       5,011,541       5,103,600
  6.000%, 10/15/99.......................................   5,000,000       4,881,330       4,963,000
  8.500%, 02/15/00.......................................   5,000,000       5,152,629       5,357,899
  7.125%, 02/29/00.......................................   5,000,000       4,977,031       5,127,499
  5.250%, 01/31/01.......................................   2,000,000       1,977,365       1,908,420
  5.750%, 08/15/03.......................................   5,000,000       4,868,700       4,753,850
  7.875%, 11/15/04.......................................   5,000,000       5,345,211       5,377,100
  6.500%, 05/15/05.......................................   5,000,000       5,118,049       4,932,799
  6.500%, 08/15/05.......................................   5,000,000       4,976,562       4,931,000
  5.625%, 02/15/06.......................................   3,000,000       2,832,606       2,780,970
                                                                          -----------     -----------
TOTAL U.S. TREASURY NOTES................................                  79,808,346      80,211,684
                                                                          -----------     -----------
MONEY MARKET FUND -- 4.8%
  Goldman Sachs Institutional Treasury Instrument
    Portfolio............................................   5,327,978       5,327,978       5,327,978
                                                                          -----------     -----------
TOTAL INVESTMENTS -- 99.0%...............................                $109,421,859+   $109,361,697
                                                                          ===========
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.0%...                                   1,115,980
                                                                                          -----------
NET ASSETS -- 100%.......................................                                $110,477,677
                                                                                          ===========
</TABLE>
- ---------------
+ The cost for Federal income tax purposes is substantially the same.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
CENTURA NORTH CAROLINA TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>
 CREDIT                                                    PRINCIPAL                       MARKET
RATINGS*                                                    AMOUNT           COST          VALUE
- --------                                                   ---------     ------------    ----------
<S>        <C>                                            <C>            <C>             <C>
           NORTH CAROLINA MUNICIPAL OBLIGATIONS -- 96.2%
Aa/AA-     Alamance County UTGO, 5.70%, 05/01/96.........$    350,000    $    350,000    $    350,014
Aa/AA-     Buncombe County UTGO, Refunding, 5.00%,
             03/01/01....................................   1,000,000       1,013,163       1,020,000
Aa/AA-     Catawba County UTGO, 4.60%, 06/01/03..........   1,000,000       1,004,127         993,750
Aa/AA-     Catawba County UTGO, 4.60%, 06/01/05..........   1,000,000         983,187         982,500
Aaa/AAA    Charlotte UTGO, Refunding, 5.10%, 06/01/09....   1,500,000       1,492,740       1,464,375
Aa/AA      Charlotte Mecklenberg Hospital Authority
             Health Care System, Revenue, Refunding,
             5.20%, 01/01/97.............................     200,000         200,261         201,630
Aa/AA      Charlotte Mecklenberg Hospital Authority
             Health Care System, Revenue, Refunding,
             6.00%, 01/01/04.............................   1,000,000         996,867       1,058,750
Aaa/AAA    Cleveland County UTGO, (FGIC), Refunding,
             5.10%, 06/01/07.............................   1,000,000       1,000,000         976,250
Aaa/AAA    Concord Utility System, Revenue, (MBIA),
             4.80%, 12/01/03.............................     500,000         500,000         493,125
Aaa/AAA    Concord Utility System, Revenue, (MBIA),
             4.90%, 12/01/04.............................     500,000         500,000         492,500
Aaa/AAA    Cumberland County Civic Center Project, Series
             A, COPS, (AMBAC), 6.20%, 12/01/07...........   1,535,000       1,550,374       1,630,937
Aaa/AAA    Durham County UTGO, 5.40%, 02/01/99...........   1,200,000       1,220,898       1,234,500
Aa1/AAA    Durham City UTGO, 5.00%, 02/01/11.............   1,540,000       1,540,000       1,451,450
Aaa/AAA    Fayetteville Public Works, Series A, Revenue,
             (AMBAC), 5.25%, 03/01/08....................   1,280,000       1,274,326       1,252,800
Aa1/AAA    Forsyth County Public Improvement UTGO, 4.75%,
             02/01/10....................................   1,000,000         994,920         930,000
Aa1/AAA    Forsyth County Public Improvement UTGO, 4.75%,
             02/01/11....................................   1,000,000         968,770         917,500
Aaa/AAA    Gaston County UTGO, (MBIA),
             5.70%, 03/01/04.............................     850,000         863,318         892,500
Aaa/AAA    Gaston County UTGO, (MBIA),
             5.70%, 03/01/05.............................   1,000,000       1,031,465       1,046,250
Aaa/AAA    Gastonia UTGO, (FGIC), 5.20%, 04/01/01........     700,000         699,260         717,500
Aa1/AAA    Greensboro Public Improvement, Series B, UTGO,
             5.40%, 04/01/04.............................   1,000,000         996,460       1,027,500
Aa1/AA+    Guilford County UTGO, Refunding, 4.90%,
             04/01/01....................................   1,000,000       1,021,793       1,013,750
Aaa/AAA    Mecklenberg County GO, 4.70%, 03/01/00........   1,000,000       1,010,462       1,010,000
Aaa/AAA    Mecklenberg County GO, 4.70%, 03/01/02........   1,000,000       1,004,998       1,005,000
Aa/A+      New Hanover County Solid Waste UTGO,
             Refunding, 4.80%, 09/01/07..................   1,000,000         949,953         952,500
Aaa/AAA    North Carolina Municipal Power Agency #1,
             Catawba Electric Revenue, (MBIA) (IBC),
             Refunding, 5.25%, 01/01/09..................   1,500,000       1,415,610       1,481,250
Aaa/AAA    North Carolina Capital Improvement, Series A,
             UTGO, 4.70%, 02/01/02.......................   1,000,000         988,610       1,001,250
Aaa/AAA    North Carolina Capital Improvement, Series A,
             UTGO, 4.70%, 02/01/04.......................     950,000         947,005         938,125
A1/A+      Onslow County UTGO, 5.60%, 03/01/05...........   1,000,000       1,020,802       1,032,500
</TABLE>

See accompanying notes to financial statements.
<PAGE>
CENTURA FUNDS, INC.
CENTURA NORTH CAROLINA TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996

<TABLE>
<CAPTION>
 CREDIT                                                    PRINCIPAL                       MARKET
RATINGS*                                                    AMOUNT           COST           VALUE
- --------                                                   ---------      ----------     ----------
<S>        <C>                                           <C>             <C>             <C>
           NORTH CAROLINA  MUNICIPAL  OBLIGATIONS -- (CONTINUED)
Aa1/AA+    Orange County UTGO, Refunding, 5.10%,
             06/01/03....................................$  1,050,000    $  1,052,995    $  1,074,937
Aa/AA-     Pitt County UTGO, Refunding,
             5.10%, 02/01/06.............................   1,000,000       1,011,468       1,000,000
Aaa/AAA    Raleigh UTGO, Refunding, 6.40%, 03/01/02......   1,250,000       1,351,077       1,354,688
Aa/AA      University of North Carolina, Utility System
             Revenue, Refunding, 5.00%, 08/01/09.........   1,460,000       1,432,263       1,388,825
Aa/AA      University of North Carolina at Chapel Hill,
             Hospital Revenue, 4.35%, 02/15/02...........   1,000,000       1,000,000         981,250
Aa/AA      University of North Carolina at Chapel Hill,
             Hospital Revenue, 4.45%, 02/15/03...........   1,000,000       1,000,000         978,750
Aaa/AAA    Wake County UTGO, Refunding, 4.50%, 02/01/06..   2,000,000       2,000,000       1,922,500
Aaa/AAA    Wake County Hospital Revenue, (MBIA),
             4.50%, 10/01/03.............................   1,200,000       1,124,517       1,165,500
A/A        Wilkes County UTGO, Refunding, 5.20%,
             06/01/05....................................   1,275,000       1,275,000       1,271,813
Aa/AA+     Winston-Salem Water & Sewer System, Revenue,
             6.30%, 06/01/06.............................   1,000,000       1,084,894       1,078,750
                                                                          -----------     -----------
           TOTAL MUNICIPAL OBLIGATIONS...................                  39,871,583      39,785,219
                                                                          -----------     -----------
           MONEY MARKET  FUNDS -- 4.8%
           Institutional Liquid Assets Tax Exempt Fund...     968,472         968,472         968,472
           North Carolina Municipal Money Market Fund....   1,003,140       1,003,140       1,003,140
                                                                          -----------     -----------
           TOTAL MONEY MARKET FUNDS......................                   1,971,612       1,971,612
                                                                          -----------     -----------
           TOTAL INVESTMENTS -- 101.0%...................                 $41,843,195+    $41,756,831
                                                                          ============
           LIABILITIES IN EXCESS OF CASH AND OTHER
             ASSETS -- (1.0)%............................                                    (427,611)
                                                                                          -----------
           NET ASSETS -- 100.0%..........................                                 $41,329,220
                                                                                          ===========
</TABLE>
- ---------------
* See page 8 for Credit Ratings.

+ The cost for Federal income tax purposes is substantially the same.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
FOOTNOTES TO PORTFOLIOS
APRIL 30, 1996

* Credit Ratings (unaudited) given by Moody's Investors Service Inc. and 
Standard & Poor's Corporation.

<TABLE>
<CAPTION>
      MOODY'S   STANDARD & POOR'S
      -------   -----------------
<S>   <C>       <C>                   <C>
       Aaa         AAA                Instrument judged to be of the highest quality and
                                      carrying the smallest amount of investment risk.
       Aa           AA                Instrument judged to be of high quality by all standards.
       A            A-                Instrument judged to be adequate by all standards.
       NR           NR                Not Rated. In the opinion of the Investment Adviser,
                                      instrument judged to be of comparable investment quality to
                                      rated securities which may be purchased by the Fund.
</TABLE>

Items which possess the strongest  investment  attributes of their  category are
given  that  letter  rating  followed  by a number.  Moody's  applies  numerical
modifiers to designate relative standing within the generic ratings categories.
The Standard & Poor's ratings may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.

ABBREVIATIONS USED IN THE PORTFOLIOS:

<TABLE>

<S>                           <C>
AMBAC.......................  American Municipal Bond Assurance Corporation
COPS........................  Certificates of Participation
FGIC........................  Financial Guaranty Insurance Corporation
GO..........................  General Obligation
MBIA........................  Municipal Bond Insurance Association
UTGO........................  Unlimited Tax General Obligation
</TABLE>

Investment percentages shown are calculated as a percentage of net assets.
Institutions shown in parenthesis have entered into credit support agreement
with the issuer.

See accompanying notes to financial statements.

<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF ASSETS AND LIABILITIES
APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                                  CENTURA          CENTURA
                                                               CENTURA            FEDERAL           NORTH
                                                               EQUITY            SECURITIES        CAROLINA
                                                               GROWTH             INCOME           TAX-FREE
                                                                FUND               FUND           BOND FUND
                                                             ----------         -----------       ---------
<S>                                                          <C>                <C>               <C>
ASSETS:
Investments in securities, at value
  (identified cost -- $112,594,371,
  $109,421,859, and $41,843,195,respectively)(Note 2a).....  $149,845,959       $109,361,697      $ 41,756,831
Cash.......................................................            --                 --            86,176
Dividends and interest receivable..........................        81,325          1,709,793           545,787
Receivable for Fund shares sold............................       102,487                443                --
Unamortized organization cost (Note 2e)....................        22,730             30,061            10,021
Other assets...............................................        12,500                 --                --
                                                              -----------        -----------       -----------
    Total Assets...........................................   150,065,001        111,101,994        42,398,815
                                                              -----------        -----------       -----------
LIABILITIES:
Payable for investments purchased..........................     4,134,300                 --         1,013,094
Payable for Fund shares purchased..........................            69                 --               100
Payable to custodian for Fund disbursements................       106,428            510,847                --
Investment advisory fee payable............................        81,371             27,184            17,500
Administration fee payable.................................        17,437             13,592            16,500
Transfer agency fee payable................................         8,535              1,719             1,695
12B-1 Distribution fee payable.............................         5,886                274               995
Accrued expenses and other expenses........................        62,574             70,701            19,711
                                                              -----------        -----------       -----------
    Total Liabilities......................................     4,416,600            624,317         1,069,595
                                                              -----------        -----------       -----------
NET ASSETS.................................................  $145,648,401       $110,477,677      $ 41,329,220
                                                              ===========        ===========       ===========
NET ASSETS:
  Shares of beneficial interest outstanding
  (par value $.001 per share)
   450,000,000 shares authorized (Note 9)..................  $     10,180       $     11,040      $      4,118
  Additional paid-in capital...............................   105,460,769        110,487,788        41,049,883
  Accumulated net realized capital gain/(loss)
   on investments..........................................     2,925,864             39,011           361,583
  Net unrealized appreciation (depreciation)
    on investments (Note 7)................................    37,251,588            (60,162)          (86,364)
                                                              -----------        ------------      -----------
                                                             $145,648,401       $110,477,677      $ 41,329,220
                                                              ===========        ===========       ===========
CLASS A:
  Net Assets...............................................  $  5,740,390       $    526,374      $  3,927,049
  Shares Outstanding.......................................       401,069             52,606           391,286
  Net Asset Value Per Share................................        $14.31             $10.01            $10.04
                                                                  =======             ======            ======
  Maximum Offering Price Per Share
    ($14.31/.955, $10.01/.9725 and
    $10.04/.9725, respectively)............................        $14.98             $10.29            $10.32
                                                                   ======             ======            ======
CLASS B:
  Net Assets...............................................  $  6,193,920       $    176,326      $    392,677
  Shares Outstanding.......................................       434,840             17,625            39,131
  Net Asset Value Per Share................................        $14.24             $10.01            $10.04
                                                                   ======             ======            ======
CLASS C:
  Net Assets...............................................  $133,714,091       $109,774,977      $ 37,009,494
  Shares Outstanding.......................................     9,344,335         10,969,624         3,687,751
  Net Asset Value Per Share................................        $14.31             $10.01            $10.04
                                                                   ======             ======            ======
</TABLE>

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 1996

<TABLE>
<CAPTION>

                                                                                                   CENTURA
                                                               CENTURA            CENTURA           NORTH
                                                               EQUITY             FEDERAL         CAROLINA
                                                               GROWTH           SECURITIES        TAX-FREE
                                                                FUND            INCOME FUND       BOND FUND
                                                              ---------         -----------       ---------
<S>                                                          <C>                <C>               <C>
INVESTMENT INCOME:
  Interest.................................................  $   447,689        $ 6,743,376       $ 1,877,603
  Dividends................................................    1,362,901                 --                --
                                                              ----------         ----------        ----------
     Total income..........................................    1,810,590          6,743,376         1,877,603
                                                              -----------        ----------        ----------
EXPENSES:
  Advisory (Note 3)........................................      802,888            312,098           138,274
  Administrative services (Note 4).........................      172,047            156,049            59,260
  Fund accounting (Note 5).................................       32,848             33,981            41,369
  Registration.............................................       13,842              9,917             5,297
  Custodian (Note 5).......................................       28,109             24,580            12,503
  Reports to shareholders..................................       22,666              8,799             7,872
  Audit....................................................       12,872             15,500             6,205
  Shareholder services (Note 5)............................       38,623              7,326             6,452
  Directors fees & expenses................................        7,920              7,920             7,920
  Legal....................................................       13,754             12,851             4,910
  Insurance................................................        8,569              9,611             3,623
  Amortization of organization expenses....................        7,386              9,772             3,257
  12B-1 Distribution fee-class A (Note 5)..................        7,215                888             5,259
  12B-1 Distribution fee-class B (Note 5)..................       33,942              1,696             3,168
  Miscellaneous............................................       24,609             29,253            19,510
                                                              ----------         ----------        ----------
     Total expenses before waivers.........................    1,227,290            640,241           324,879
     Less: Expenses waived by
       Adviser/Administrator (Notes 3 and 4)...............           --                 --          (142,535)
                                                              ----------         ----------        ----------
  Net expenses.............................................    1,227,290            640,241           182,344
                                                              ----------         ----------        ----------
Net investment income (Note 2d)............................      583,300          6,103,135         1,695,259
                                                              ----------         ----------        ----------
REALIZED AND UNREALIZED GAIN/(LOSS)ON INVESTMENTS:
  Net realized gain on investments.........................    5,486,387            304,345           792,820
  Net change in unrealized
     appreciation/(depreciation) on
     investments (Note 7)..................................   28,573,774           (266,951)         (318,669)
                                                              ----------         ----------        ----------
  Net realized and unrealized gains on
     investments...........................................   34,060,161             37,394           474,151
                                                              ----------         ----------        ----------
Net increase in net assets resulting
  from operations..........................................  $34,643,461        $ 6,140,529       $ 2,169,410
                                                              ==========         ==========        ==========
</TABLE>

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                          CENTURA FEDERAL SECURITIES
                                                CENTURA EQUITY GROWTH FUND                        INCOME FUND
                                             -------------------------------           -------------------------------
                                                              FOR THE PERIOD                            FOR THE PERIOD
                                             FOR THE YEAR      JUNE 1, 1994*           FOR THE YEAR     JUNE 1, 1994*
                                                 ENDED            THROUGH                 ENDED            THROUGH
                                            APRIL 30, 1996    APRIL 30, 1995          APRIL 30, 1996    APRIL 30, 1995
                                            --------------    --------------          --------------    --------------
<S>                                         <C>               <C>                     <C>               <C>
INCREASE IN NET ASSETS:
  Net investment income...................  $    583,300     $    515,377             $  6,103,135      $  4,728,278
  Net realized gain/(loss) on nvestments..     5,486,387       (2,101,969)                 304,345          (265,334)
  Net change in unrealized appreciation/
    (depreciation) on investments.........    28,573,774        8,677,814                 (266,951)          206,789
                                             -----------      -----------              -----------       -----------
Net increase in net assets resulting from
  operations..............................    34,643,461        7,091,222                6,140,529         4,669,733
                                             -----------      -----------              -----------       -----------
DISTRIBUTIONS FROM NET INVESTMENT INCOME:
    Class A...............................        (9,804)          (4,155)                 (19,788)           (9,413)
    Class B...............................        (1,144)          (2,648)                  (8,208)           (2,099)
    Class C...............................      (572,220)        (508,706)              (6,075,139)       (4,716,766)
                                             -----------      -----------              -----------       -----------
  Total distributions from net
    investment income (Note 2d)...........      (583,168)        (515,509)              (6,103,135)       (4,728,278)
                                             -----------      -----------              -----------       -----------
DISTRIBUTIONS FROM CAPITAL GAINS:
    Class A...............................       (12,445)              --                       --                --
    Class B...............................       (14,106)              --                       --                --
    Class C...............................      (432,003)              --                       --                --
                                             -----------      -----------              -----------       -----------
  Total distributions from capital gains..      (458,554)              --                       --                --
                                             -----------      -----------              -----------       -----------
Total Distributions.......................    (1,041,722)        (515,509)              (6,103,135)       (4,728,278)
                                             -----------      -----------              -----------       -----------
CAPITAL SHARE TRANSACTIONS:
  Proceeds from sales of shares:
    Class A...............................     3,996,812        1,039,671                  296,512           247,553
    Class B...............................     3,972,644        1,363,221                  112,249           104,640
    Class C...............................    34,342,658       87,017,254               28,545,692       102,532,024
                                             -----------      -----------              -----------       -----------
  Total proceeds from sales of shares.....    42,312,114       89,420,146               28,954,453       102,884,217
                                             -----------      -----------              -----------       -----------
  Proceeds of shares issued in 
    reinvestment of dividends:
    Class A...............................        22,225            4,155                   19,767             9,387
    Class B...............................        15,094            2,648                    8,047             2,097
    Class C...............................       712,210          398,366                3,621,321         2,763,205
                                             -----------      -----------              -----------       -----------
  Total proceeds of shares issued in
    reinvestment of dividends.............       749,529          405,169                3,649,135         2,774,689
                                             -----------      -----------              -----------       -----------
  Cost of shares redeemed:
    Class A...............................      (127,873)        (171,707)                 (31,434)          (21,587)
    Class B...............................      (168,362)        (127,493)                 (61,464)               --
    Class C...............................   (17,052,874)      (9,801,033)             (16,242,864)      (11,439,650)
                                             -----------      -----------              -----------       -----------
  Total cost of shares redeemed...........   (17,349,109)     (10,100,233)             (16,335,762)      (11,461,237)
                                             -----------      -----------              -----------       -----------
Net increase in net assets from
  capital share transactions (Note 8).....    25,712,534       79,725,082               16,267,826        94,197,669
                                            ------------      -----------              -----------       -----------
  Total increase in net assets............    59,314,273       86,300,795               16,305,220        94,139,124

NET ASSETS:
  Beginning of period.....................    86,334,128           33,333               94,172,457            33,333
                                             -----------      -----------              -----------       -----------
  End of period+..........................  $145,648,401     $ 86,334,128             $110,477,677      $ 94,172,457
                                             ============     ===========              ===========       ===========
</TABLE>

* Fund commenced investment operations on June 1, 1994.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)

<TABLE>
<CAPTION>
                                                                                CENTURA
                                                                            NORTH CAROLINA
                                                                           TAX-FREE BOND FUND
                                                                   --------------------------------
                                                                                    FOR THE PERIOD
                                                                   FOR THE YEAR     JUNE 1, 1994*
                                                                       ENDED           THROUGH
                                                                  APRIL 30, 1996    APRIL 30, 1995
                                                                  --------------    --------------
<S>                                                               <C>               <C>
INCREASE IN NET ASSETS:
  Net investment income.......................................... $  1,695,259      $  1,299,735
  Net realized gain/(loss) on investments........................      792,820          (137,684)
  Net change in unrealized appreciation/(depreciation) on
    investments..................................................     (318,669)          232,305
                                                                   -----------       -----------
Net increase in net assets resulting
  from operations................................................    2,169,410         1,394,356
                                                                   -----------       -----------
DISTRIBUTIONS FROM NET INVESTMENT INCOME:
    Class A......................................................      (82,525)          (18,457)
    Class B......................................................      (10,750)           (8,666)
    Class C......................................................   (1,601,984)       (1,272,612)
                                                                   -----------       -----------
  Total distributions from net
    investment income (Note 2d)..................................   (1,695,259)       (1,299,735)
                                                                   -----------       -----------
DISTRIBUTIONS FROM CAPITAL GAINS:
    Class A......................................................      (17,195)               --
    Class B......................................................       (2,298)               --
    Class C......................................................     (274,060)               --
                                                                   -----------       -----------
  Total distributions from capital gains.........................     (293,553)               --
                                                                   -----------       -----------
Total Distributions..............................................   (1,988,812)       (1,299,735)
                                                                   -----------       -----------
CAPITAL SHARE TRANSACTIONS:
  Proceeds from sales of shares:
    Class A......................................................    3,531,762           759,168
    Class B......................................................      231,490           280,551
    Class C......................................................   12,172,633        43,283,109
                                                                   -----------       -----------
  Total proceeds from sales of shares............................   15,935,885        44,322,828
                                                                   -----------       -----------
  Proceeds of shares issued in reinvestment of dividends:
    Class A......................................................      100,014            16,577
    Class B......................................................        9,265             2,959
    Class C......................................................       45,725            53,208
                                                                   -----------       -----------
  Total proceeds of shares issued in
    reinvestment of dividends....................................      155,004            72,744
                                                                   -----------       -----------
  Cost of shares redeemed:
    Class A......................................................      (94,372)         (351,699)
    Class B......................................................     (122,233)          (20,586)
    Class C......................................................  (10,314,437)       (8,562,467)
                                                                   -----------       -----------
  Total cost of shares redeemed..................................  (10,531,042)       (8,934,752)
                                                                   -----------       -----------
Net increase in net assets from
  capital share transactions (Note 8)............................    5,559,847        35,460,820
                                                                   -----------       -----------
  Total increase in net assets...................................    5,740,445        35,555,441

NET ASSETS:
  Beginning of period............................................   35,588,775            33,334
                                                                   -----------       -----------
  End of period.................................................. $ 41,329,220      $ 35,588,775
                                                                   ===========       ===========
</TABLE>

* Fund commenced investment operations on June 1, 1994.

See accompanying notes to financial statements.
<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1996

     1.  DESCRIPTION -- Centura Funds,  Inc. (the "Company") is registered under
the  Investment  Company  Act of 1940,  as amended,  as an  open-end  management
investment  company,  organized under the laws of the State of Maryland on March
1, 1994. The company currently consists of three separate investment portfolios:
Centura Equity Growth Fund,  Centura Federal Securities Income Fund, and Centura
North  Carolina  Tax-Free  Bond  Fund  (collectively,  the  "Funds").  The Funds
commenced  operations on June 1, 1994,  and prior to that date had no operations
other than organization matters.

     The Centura Equity Growth Fund seeks to achieve its investment objective of
long-term capital appreciation by investing in a diversified portfolio comprised
mainly of publicly traded common and preferred stocks and securities convertible
into or exchangeable for common stock.

     The  Centura  Federal  Securities  Fund  seeks to  achieve  its  investment
objective of providing  relatively high current income  consistent with relative
stability of principal and safety by investing primarily in securities issued by
the U.S. Government, its agencies and instrumentalities.

     The  Centura  North  Carolina  Tax-Free  Bond  Fund  seeks to  achieve  its
investment objective of providing relatively high current income that is free of
both  Federal and North  Carolina  personal  income tax together  with  relative
safety of  principal  by  investing  primarily  in a portfolio  of high  quality
municipal securities.

     The Funds each have three  classes of shares  known as Class A, Class B and
Class C. Class A shares are offered  with a maximum  front-end  sales  charge of
4.50% for the Centura Equity Growth Fund, 2.75% for the Centura Federal
securities  Income Fund and 2.75% for the Centura North  Carolina  Tax-Free Bond
Fund.  Class B shares  are  offered  with a  contingent  deferred  sales  charge
("CDSC")  declining from a maximum in the first year after purchase of 4.50% for
Centura Equity Growth Fund and 2.75% for each of the other Funds to a minimum in
the fifth year after  purchase of 0.90% for Centura Equity Growth Fund and 0.55%
for each of the other Funds. This charge is imposed if shareholders redeem their
shares  within  five  years  from the date of  purchase.  The CDSC is  waived in
certain cases. On the seventh anniversary of their purchase date, Class B shares
convert  automatically  to  Class  A  shares,  which  bear a lower  Service  and
Distribution  Fee.  The  front-end  sales  charge  is  not  applied  to  certain
categories  of  investors  in Class A  shares.  Class C shares  are  offered  to
accounts   managed  by  the  Adviser's   Trust   Department  and  to  non-profit
Institutions  who  invest at least  $100,000,  and  there is no sales  charge or
contingent deferred sales charge imposed on this Class.

     2. SIGNIFICANT ACCOUNTING POLICIES -- The following is a summary of the
significant accounting policies followed by the Funds:

     a. Security  Valuation  Securities  listed on an exchange are valued on the
basis of the last sale  prior to the time the  valuation  is made.  If there has
been no sale since the  immediately  previous  valuation,  then the  current bid
price is used.  Quotations  are taken from the  exchange  where the  security is
primarily traded. Over-the-counter securities are valued on the basis of

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

the bid price at the close of business on each business day.  Securities for
which market quotations are not readily available are valued at fair value as
determined  in good  faith by or at the  direction  of the  Board of  Directors.
Notwithstanding the above, bonds and other fixed-income securities are valued by
using market  quotations and may be valued on the basis of prices  provided by a
pricing service approved by the Board of Directors.  Short-term  securities with
remaining maturities of 60 days or less are valued at amortized cost.

     b.  Investment  Transactions  Transactions  are recorded on the trade date.
Identified  cost of investments  sold is used for both  financial  statement and
Federal income tax purposes.  Interest  income,  including the  amortization  of
discount or premium,  is recorded  as  accrued.  Dividends  are  recorded on the
ex-dividend date.

     c. Federal  Income  Taxes Each Fund's  policy is to qualify as a "regulated
investment  company" under Subchapter M of the Internal Revenue Code of 1986, as
amended. By so qualifying, the Funds will not be subject to Federal income taxes
to the extent  that they  distribute  taxable  and  tax-exempt  income for their
fiscal  year.  The Funds also intend to meet the  distribution  requirements  to
avoid the payment of an excise tax.

     d. Dividends To  Shareholders  Centura Equity Growth Fund declares and pays
dividends of  substantially  all of its net investment  income monthly.  Centura
Federal  Securities  Income Fund and Centura North  Carolina  Tax-Free Bond Fund
declare  dividends of substantially all of their net investment income daily and
pay those  dividends  monthly.  Each Fund will  distribute,  at least  annually,
substantially all net capital gains, if any, earned by such Fund.  Distributions
to shareholders  are recorded on the  ex-dividend  date. The amount of dividends
and   distributions  are  determined  in  accordance  with  federal  income  tax
regulations  which may differ from  generally  accepted  accounting  principles.
These "book/tax" differences are either considered temporary or permanent in 
nature.  To the extent these  differences are permanent in nature,  such amounts
are  reclassified  within the capital  accounts based on their federal tax basis
treatment; temporary differences do not require reclassification.  Dividends and
distributions  which exceed net investment income and net realized capital gains
for  financial  reporting  purposes  but not for tax  purposes  are  reported as
dividends in excess of net investment  income or  distributions in excess of net
realized capital gains.

     e. Organization Expenses Costs incurred in connection with the organization
and initial  registration  of the Company,  which have been allocated  among the
Funds,  have been deferred and are being  amortized  over a sixty-month  period,
beginning with each Fund's commencement of operations.

     f.  Determination  of Net Asset Value and  Allocation of Expenses  Expenses
directly  attributable  to a Fund are charged to that Fund;  other  expenses are
allocated  proportionately among each Fund within the Company in relation to the
net assets of each Fund or on another reasonable basis. In calculating net asset
value per share of each class,  investment income, realized and unrealized gains
and losses and expenses other than class specific expenses,  are allocated daily
to each class of shares based upon the proportion of net assets of each class at

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

the beginning of each day. Class specific expenses, as determined under 
applicable law and regulatory policy, are borne by the class incurring the
expense.

     g. Use of Estimates  Estimates and assumptions are required to be made
regarding assets, liabilities, and changes in net assets resulting from
operations  when  financial  statements  are  prepared.  Changes in the economic
environment,  financial  markets and any other  parameters  used in  determining
these estimates could cause actual results to differ from these
amounts.

     3. ADVISER -- Centura Bank is the Fund's Adviser.

     Pursuant to the Advisory Contracts,  the Adviser manages the investments of
the Funds and  continuously  reviews,  supervises  and  administers  the  Funds'
investments.  The Adviser is responsible for placing orders for the purchase and
sale of investment  securities directly with brokers and dealers selected at its
discretion.  The terms of the Advisory  Contracts provide for annual fees at the
following percentages of average daily net assets:

    Centura  Equity  Growth  Fund,  0.70% of average  daily net  assets  Centura
    Federal Securities Income Fund, 0.30% of average daily net assets
    Centura North Carolina Tax-Free Bond Fund, 0.35% of average daily net assets

     For the year  ended  April  30,  1996,  Centura  Bank was  entitled  to and
voluntarily waived advisory fees as listed below:

<TABLE>
<CAPTION>

                                                             ENTITLED    WAIVED

                                                             --------    -------
<S>                                                          <C>         <C>
Centura Equity Growth Fund..............................     $802,888         --
Centura Federal Securities Income Fund..................      312,098         --
Centura North Carolina Tax-Free Bond Fund...............      138,274    $99,774
</TABLE>

     4. ADMINISTRATOR -- The Funds have entered into Administrative Services
Contracts with Furman Selz LLC ("Furman Selz"). Furman Selz provides management
and administrative services necessary for the operations of the Funds, furnishes
office  space and  facilities  required to conduct the business of the Funds and
pays the compensation of the Company's officers affiliated with Furman Selz. The
terms of the Administrative  Services Contracts provide for annual fees of 0.15%
of average daily net assets of each Fund.

     For  the  year  ended  April  30,   1996,   Furman  Selz  was  entitled  to
administrative services fees as listed below:

<TABLE>
<CAPTION>

                                                               FURMAN     FURMAN
                                                                SELZ       SELZ
                                                              ENTITLED    WAIVED
                                                              --------    ------
<S>                                                           <C>         <C>
Centura Equity Growth Fund..............................      $172,047        --
Centura Federal Securities Income Fund..................       156,049        --
Centura North Carolina Tax-Free Bond Fund...............        59,260   $42,761
</TABLE>

     5. OTHER  TRANSACTIONS WITH AFFILIATES -- Furman Selz is transfer agent for
the Funds. Under a Transfer Agency Agreement, Furman Selz provides personnel and
facilities  to  perform  shareholder   servicing  and  transfer  agency  related
services. Furman Selz receives a per

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

account fee and  reimbursement  for out of pocket  expenses in  connection  with
shareholder  servicing.  For the year ended April 30,  1996,  Furman Selz earned
transfer agent fees and out-of-pocket expenses of $38,623, $7,326 and $6,452 for
the Equity Growth Fund, Federal Securities Income Fund and North Carolina
Tax-Free Bond Fund, respectively.

     Furman Selz also provides fund accounting  services to the Funds. The Funds
each pay $2,500 per month to Furman Selz for performing fund accounting.  Furman
Selz is also reimbursed for out of pocket expenses relating to fund accounting. 
For the year ended April 30,  1996,  Furman  Selz earned  $32,848 for the Equity
Growth Fund,  $33,981 for the Federal Securities Income Fund and $41,369 for the
North Carolina Tax-Free Bond Fund.

     Centura Funds Distributor, Inc. acts as the Funds' Distributor. The
Distributor is an affiliate of the Funds' Administrator, Furman Selz, and was
formed specifically to distribute the Funds. (See "The Administrator".)

     Each of the Funds has adopted a service and distribution  plan (the "Plan")
with  respect  to its Class A and Class B shares.  The Plans  provide  that each
class of shares will pay the Distributor a fee calculated as a percentage of the
value of average daily net assets of that class as  reimbursement  for its costs
incurred in financing certain  distribution and shareholder  service  activities
related to that class.

     CLASS A PLAN.  The Class A Plan  provides  for payments by each Fund to the
Distributor  at an annual  rate not to exceed  0.50% of the Fund's  average  net
assets  attributable to its Class A shares.  Such fees may include a Service Fee
totalling up to 0.25% of the average annual net assets  attributable to a Fund's
Class A shares.  Service Fees are paid to securities dealers and other financial
institutions for maintaining shareholder accounts and providing related services
to  shareholders.  During the current  fiscal year the Adviser has undertaken to
limit 12b-1 fees for Class A shares to 0.25%. For the year ended April 30, 1996,
Centura Funds Distributor,  Inc. earned distribution fees for Class A of $7,215,
$888 and $5,259 for the Equity Growth Fund, Federal Securities Income Fund and
North Carolina Tax-Free Bond Fund, respectively. In addition, the Distributor
also retains a portion of the front-end sales charge.

     CLASS B PLAN.  The Class B Plan  provides  for  payments by the Fund to the
Distributor  at an annual  rate not to exceed  1.00% of the Fund's  average  net
assets  attributable to its Class B shares.  Such fees may include a Service Fee
totalling up to 0.25% of the average annual net assets  attributable to a Fund's
Class B shares.  For the year ended April 30, 1996,  Centura Funds  Distributor,
Inc. earned distribution fees for Class B of $33,942,  $1,696 and $3,168 for the
Equity Growth Fund,  Federal  Securities Income Fund and North Carolina Tax-Free
Bond Fund, respectively.  The Distributor also receives the proceeds of any CDSC
imposed on redemptions of Class B shares.

     Centura  Bank acts as custodian  for the Funds.  For  furnishing  custodial
services,  Centura  Bank is paid a monthly  fee with  respect to the Funds at an
annual  rate based on a  percentage  of average  daily net assets  plus  certain
transaction and out-of-pocket expenses. For the year 
<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

ended April 30,  1996,  Centura  Bank earned  custodian  fees and  out-of-pocket
expenses of $28,109,  $24,580 and $12,503 for the Equity  Growth  Fund,  Federal
Securities Income Fund and North Carolina Tax-Free Bond Fund, respectively.

     6. CONCENTRATION OF CREDIT RISK -- The Centura North Carolina Tax-Free Bond
Fund  invests  substantially  all of its  assets in a varied  portfolio  of debt
obligations  issued  by the  State of North  Carolina  and its  authorities  and
agencies.  The issuers'  abilities to meet their  obligations may be affected by
economic or political developments in the State of North Carolina.

     7. SECURITY TRANSACTIONS -- The cost of securities purchased and proceeds 
from securities sold (excluding short-term securities) for the year ended April
30, 1996, were as follows:

<TABLE>
<CAPTION>
                                                                                            U.S. GOVERNMENT
                                                    COMMON STOCKS AND BONDS                   OBLIGATIONS
                                                    -----------------------                 ---------------
                                                 COST OF        PROCEEDS FROM          COST OF       PROCEEDS FROM
                                               SECURITIES         SECURITIES         SECURITIES        SECURITIES
                                               PURCHASED             SOLD            PURCHASED            SOLD
                                               ----------       -------------        ----------      -------------
<S>                                            <C>              <C>                  <C>             <C>
Centura Equity Growth Fund........             $72,011,207      $48,687,615               --               --
Centura Federal Securities Income
  Fund............................                  --               --              $45,355,781     $34,414,547
Centura North Carolina Tax-Free
  Bond Fund.......................              35,280,510       30,592,407               --               --
</TABLE>

     Unrealized  appreciation  and depreciation at April 30, 1996, based on cost
of securities for Federal income tax purposes is as follows:

<TABLE>
<CAPTION>

                                                                                      NET
                                                    GROSS          GROSS          UNREALIZED
                                                  UNREALIZED     UNREALIZED      APPRECIATION/
                                                 APPRECIATION   DEPRECIATION    (DEPRECIATION)
                                                 ------------   ------------    --------------
<S>                                              <C>            <C>             <C>
Centura Equity Growth Fund....................   $ 38,749,765   $(1,498,177)    $ 37,251,588
Centura Federal Securities Income Fund........      1,057,575    (1,117,737)         (60,162)
Centura North Carolina Tax-Free Bond Fund.....        416,579      (502,943)         (86,364)
</TABLE>

<PAGE>

CENTURA FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
APRIL 30, 1996

     8. CAPITAL  SHARE  TRANSACTIONS  -- The Company is  authorized to issue 450
million  shares of  capital  stock  with a par value of $.001.  Transactions  in
shares of the Funds for the year ended  April 30,  1996,  and the  period  ended
April 30, 1995, respectively were as follows:
<TABLE>
<CAPTION>
                                                 CENTURA EQUITY GROWTH FUND                  CENTURA EQUITY GROWTH FUND
                                                 --------------------------                  --------------------------
                                                                                                    FOR THE PERIOD
                                                                                                     JUNE 1, 1994*
                                                       FOR YEAR ENDED                                   THROUGH
                                                       APRIL 30, 1996                               APRIL 30, 1995
                                                 --------------------------                  --------------------------
                                             CLASS A      CLASS B      CLASS C           CLASS A      CLASS B      CLASS C
                                             -------      -------      -------           -------      -------      -------
<S>                                          <C>          <C>         <C>                <C>          <C>         <C>
Beginning Balance.....................        90,488      127,357     7,847,477            1,111        1,111         1,111
                                             -------      -------     ---------          -------      -------       -------
Shares sold...........................       318,467      319,526     2,792,574          106,840      138,458     8,813,192
Shares issued in reinvestment of
  dividends from net investment
  income..............................         1,775        1,215        57,537              413          318        39,707
Shares redeemed.......................        (9,661)     (13,258)   (1,353,253)         (17,876)     (12,530)   (1,006,533)
                                             -------      -------     ---------          -------      -------     ---------
Net increase in shares................       310,581      307,483     1,496,858           89,377      126,246     7,846,366
                                             -------      -------     ---------          -------      -------     ---------
         Closing Balance..............       401,069      434,840     9,344,335           90,488      127,357     7,847,477
                                             =======      =======     =========          =======      =======     =========
</TABLE>
<TABLE>
<CAPTION>
                                                 CENTURA FEDERAL SECURITIES                 CENTURA FEDERAL SECURITIES
                                                        INCOME FUND                                 INCOME FUND
                                                 --------------------------                 --------------------------
                                                                                                  FOR THE PERIOD
                                                                                                   JUNE 1, 1994*
                                                       FOR YEAR ENDED                                 THROUGH
                                                       APRIL 30, 1996                             APRIL 30, 1995
                                                 --------------------------                 --------------------------
                                             CLASS A      CLASS B      CLASS C           CLASS A      CLASS B      CLASS C
                                             -------      -------      -------           -------      -------      -------
<S>                                          <C>          <C>         <C>                <C>          <C>         <C>
Beginning Balance.....................        24,778       11,869     9,409,781            1,111        1,111          1,111
                                             -------      -------     ---------          -------      -------     ----------
Shares sold...........................        28,969       10,998     2,798,588           24,889       10,545     10,288,015
Shares issued in reinvestment of
  dividends from net investment
  income..............................         1,936          788       354,575              951          213        279,771
Shares redeemed.......................        (3,077)      (6,030)   (1,593,320)          (2,173)           0     (1,159,116)
                                             -------      -------     ---------          -------      -------     ----------
Net increase in shares................        27,828        5,756     1,559,843           23,667       10,758      9,408,670
                                             -------      -------    ----------          -------      -------     ----------
         Closing Balance..............        52,606       17,625    10,969,624           24,778       11,869      9,409,781
                                             =======      =======    ==========          =======      =======     ==========
</TABLE>
<TABLE>
<CAPTION>
                                                  CENTURA NORTH CAROLINA                      CENTURA NORTH CAROLINA
                                                    TAX-FREE BOND FUND                          TAX-FREE BOND FUND
                                                  ----------------------                      ----------------------
                                                                                                   FOR THE PERIOD
                                                                                                    JUNE 1, 1994*
                                                      FOR YEAR ENDED                                   THROUGH
                                                      APRIL 30, 1996                               APRIL 30, 1995
                                                  ----------------------                      ----------------------
                                             CLASS A      CLASS B      CLASS C           CLASS A      CLASS B      CLASS C
                                             -------      -------      -------           -------      -------      -------
<S>                                          <C>          <C>         <C>                <C>          <C>         <C>
Beginning Balance.....................        42,947       27,561     3,495,234            1,111        1,111         1,112
                                             -------      -------     ---------          -------      -------     ---------
Shares sold...........................       347,776       22,572     1,197,604           76,112       28,313     4,357,097
Shares issued in reinvestment of
  dividends from net investment
  income..............................         9,761          904         4,473            1,686          302         5,402
Shares redeemed.......................        (9,198)     (11,906)   (1,009,560)         (35,962)      (2,165)     (868,377)
                                             -------      -------     ---------          -------      -------     ---------
Net increase in shares................       348,339       11,570       192,517           41,836       26,450     3,494,122
                                             -------      -------     ---------          -------      -------     ---------
         Closing Balance..............       391,286       39,131     3,687,751           42,947       27,561     3,495,234
                                             =======      =======     =========          =======      =======     =========
</TABLE>

* Fund commenced investment operations on June 1, 1994.
<PAGE>

CENTURA FUNDS, INC.
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                          CENTURA                                          CENTURA
                                      EQUITY GROWTH                                  FEDERAL SECURITIES
                                           FUND                                          INCOME FUND

                        ---------------------------------------------   ---------------------------------------------
                              FOR THE                 FOR THE                FOR THE                  FOR THE
                             YEAR ENDED              PERIOD ENDED           YEAR ENDED              PERIOD ENDED
                          APRIL 30, 1996           APRIL 30, 1995         APRIL 30, 1996           APRIL 30, 1995
                        ---------------------   ---------------------   ---------------------   ---------------------
                        CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS   CLASS
                          A       B       C       A       B       C       A       B       C       A       B       C
                        -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
<S>                     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Net Asset Value,
Beginning of Period..  $10.70  $10.69  $10.70  $10.00  $10.00  $10.00  $ 9.97  $ 9.97  $ 9.97  $10.00  $10.00  $10.00
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Income from Investment
Operations:
  Net Investment
  Income/(Loss).....    0.03   (0.06)   0.07    0.06    0.03    0.07    0.57    0.50    0.60    0.52    0.45    0.54
  Net Realized and
  Unrealized Gain/
  (Loss) on
  Securities........    3.67    3.65    3.65    0.70    0.69    0.70    0.04    0.04    0.04   (0.03)  (0.03)  (0.03)
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
  Total from Investment
  Operations..........    3.70    3.59    3.72    0.76    0.72    0.77    0.61    0.54    0.64    0.49    0.42    0.51
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  -------
Less Distributions:
  Dividends from Net
  Investment Income...   (0.05)  (0.00)  (0.07)  (0.06)  (0.03)  (0.07)  (0.57)  (0.50)  (0.60)  (0.52)  (0.45)  (0.54)
  Distributions from
  Capital Gains.......   (0.04)  (0.04)  (0.04)     --      --      --      --      --      --      --      --      --
                        ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
 Total Distributions..   (0.09)  (0.04)  (0.11)  (0.06)  (0.03)  (0.07)  (0.57)  (0.50)  (0.60)  (0.52)  (0.45)  (0.54)
                        ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Net Asset Value,
End of Period.........  $14.31  $14.24  $14.31  $10.70  $10.69  $10.70  $10.01  $10.01  $10.01  $ 9.97  $ 9.97  $ 9.97
                        ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Total Return (not
reflecting sales
load).................   34.72%  33.73%  34.97%   7.64%   7.23%   7.71%   6.20%   5.40%   6.47%   5.02%   4.32%   5.28%
                        ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Ratios/Supplemental
Data:
 Net Assets, End of
 Period (000's).......  $5,740  $6,194 $133,714 $  968  $1,362  $84,004 $  526  $  176 $109,775 $  247  $  118  $93,807
 Ratio of Expenses to
 Average Net Assets*..    1.26%   2.02%   1.04%   1.29%   2.03%   1.04%   0.85%   1.61%   0.61%   0.86%   1.61%   0.63%
 Ratios of Expenses
 before Waivers/
 Reimbursements to
 Average Net
 Assets*..............    1.26%   2.02%   1.04%   1.32%   2.06%   1.07%   0.85%   1.61%   0.61%   0.89%   1.64%   0.66%
 Ratio of Net Investment
 Income toAverage Net
   Assets*............    0.27%  (0.48)%  0.55%   0.63%   0.00%   0.79%   5.61%   4.84%   5.88%   5.58%   4.86%   5.97%
 Portfolio Turnover
 Rate.................      46%      46%    46%     44%     44%     44%     34%     34%     34%     42%     42%     42%
</TABLE>

* Annualized

<PAGE>

CENTURA FUNDS, INC.
FINANCIAL HIGHLIGHTS -- (CONTINUED)
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>

                                                                           CENTURA
                                                                       NORTH CAROLINA
                                                                     TAX-FREE BOND FUND
                                                      --------------------------------------------------
                                                             FOR THE                     FOR THE
                                                           YEAR ENDED                  PERIOD ENDED
                                                         APRIL 30, 1996                APRIL 30, 1995
                                                      -----------------------    -----------------------
                                                      CLASS    CLASS    CLASS    CLASS    CLASS    CLASS
                                                        A        B        C        A        B        C
                                                      -----    -----    -----    -----    -----    -----
<S>                                                   <C>      <C>      <C>      <C>       <C>     <C>
Net Asset Value, Beginning of Period............      $ 9.98   $ 9.98   $ 9.98   $10.00   $10.00   $10.00
                                                      ------   ------   ------   ------   ------   ------
Income from Investment Operations:
 Net Investment Income/(Loss)...................        0.42     0.34     0.44     0.39     0.32     0.41
 Net Realized and Unrealized Gain/(Loss) on
   Securities...................................        0.13     0.13     0.13    (0.02)   (0.02)   (0.02)
                                                      ------   ------   ------   ------   ------   ------
 Total from Investment Operations...............        0.55     0.47     0.57     0.37     0.30     0.39
                                                      ------   ------   ------   ------   ------   ------
Less Distributions:
 Dividends from Net Investment Income...........       (0.42)   (0.34)   (0.44)   (0.39)   (0.32)   (0.41)
 Distributions from Capital Gains...............       (0.07)   (0.07)   (0.07)      --       --       --
                                                      ------   ------   ------   ------   ------   ------
 Total Distributions............................       (0.49)   (0.41)   (0.51)   (0.39)   (0.32)   (0.41)
                                                      ------   ------   ------   ------   ------   ------
Net Asset Value, End of Period..................      $10.04   $10.04   $10.04   $ 9.98  $ 9.98    $ 9.98
                                                      ======   ======   ======   ======  ======    ======
Total Return (not reflecting sales load)........        5.50%    4.72%    5.78%    3.77%   3.09%     4.08%
                                                      ======   ======   ======   ======  ======    ======
Ratios/Supplemental Data:
 Net Assets, End of Period (000's)..............      $3,927   $  393  $37,009   $  429  $  275   $34,885
 Ratio of Expenses to Average Net Assets*.......        0.68%    1.44%    0.44%    0.42%   0.99%     0.41%
 Ratio of Expenses before Waivers/
   Reimbursements to Average Net Assets*........        1.04%    1.80%    0.80%    0.92%   1.49%     0.91%
 Ratio of Net Investment Income to Average
   Net Assets*..................................        3.98%    3.30%    4.32%    4.46%   3.89%     4.64%
Portfolio Turnover Rate.........................          80%      80%      80%     121%    121%      121%
</TABLE>

* Annualized
    
<PAGE>
                               PART C

                          OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

     (a)      Financial Statements:

              Included in the Prospectus:
   
                   Financial Highlights for the periods ended April
                          30, 1996 and April 30, 1995.

              Included in the Statement of Additional Information:

              1)       Portfolio of Investments dated April 30, 1996
              2)       Statements of Assets and Liabilities dated April
                       30, 1996
              3)       Statement of Operations for the year ended
                       April 30, 1996
              4)       Statement of Changes in Net Assets for the periods
                       ended April 30, 1996 and April 30, 1995.
              5)       Notes to Financial Statements dated April 30, 1996
              6)       Report of Independent Accountants
    
         (b)      Exhibits:

         Exhibit
         Number                                Description
   
         1(a)     --       Articles of Incorporation of Registrant (6)

         1(b) --           Articles Supplementary (6)
    
         2        --       By-Laws of Registrant (1)

         3        --       Not applicable

         4        --       Specimen certificates of shares of common stock of
                           Registrant - (4)

         5(a)     --       Form of Master Investment Advisory Contract (2)
         5(b)     --       Form of Investment Advisory Contract Supplement
                           (2)

         6(a)     --       Form of Master Distribution Contract (2)
         6(b)     --       Form of Distribution Contract Supplement (2)
         6(c) --           Form of Dealer and Selling Group Agreement (2)

         7        --       Not applicable

         8        --       Form of Custody Agreement (2)


<PAGE>




         9(a)     --       Form of Master Administrative Services Contract
                           (2)
         9(b)     --       Forms of Administrative Services Contract
                           Supplement (2)

         9(c)     --       Form of Transfer Agency Agreement (2)
         9(d)     --       Form of Sub-Transfer Agency Agreement (2)
         9(e)     --       Form of Accounting Agent Contract (2)
         9(f)     --       Form of Services Agreement (2)

         10       --       Opinion of Counsel (2)

         11(a)--           Consent of Independent Auditors - filed herewith
         11(b)--           Powers of Attorney (3)

         12       --       Not Applicable

         13       --       Purchase Agreement - (4)

         14       --       Not Applicable

         15(a)--           Form of Master Distribution Plan (2)
         15(b)--           Form of Distribution Plan Supplement (2)
   
         16       --       Schedule of Computation - filed herewith

         17       --       Financial Data Schedule - filed herewith
    
         18       --       Plan Pursuant to Rule 18f-3 (5)


(1)      Filed as part of Registrant's initial Registration Statement
         on March 1, 1994.

(2)      Filed as part of Pre-Effective Amendment No. 1 to
         Registrant's Registration Statement on April 15, 1994.

(3)      Filed as part of Post-Effective No. 1 to Registrant's
         Registration Statement on November 30, 1994.

(4)      Filed as part of Post-Effective No. 2 to Registrant's
         Registration Statement on June 30, 1995.

(5)      Filed as part of Post-Effective No. 3 to Registrant's
         Registration Statement on August 29, 1995.
   
(6)      Filed as part of Post-Effective No. 4 to Registrant's
         Registration Statement on June 14, 1996.
    



                                                        C-2

<PAGE>



Item 25.          Persons Controlled by or Under Common Control with
                  Registrant

                  None

Item 26.          Number of Holders of Securities

                                                             Number of Record
                                                             Holders at
                  Title of Class                             August 9, 1996
   
                  Shares of Centura Equity                   Class A:  700
                  Growth Fund par value                      Class B:  806
                  $.001 per share                            Class C:   32

                  Shares of Centura Federal                  Class A:   28
                  Securities Fund, par value                 Class B:   18
                  $.001 per share                            Class C:   16

                  Shares of Centura North                    Class A:   15
                  Carolina Tax Free Bond                     Class B:   18
                  Fund, par value $.001                      Class C:   16
                  per share

                  Shares of Centura Equity                   Class A:   0
                  Income Fund, par                           Class B:   0
                  value $.001                                Class C:   0
                  per share
    
Item 27.          Indemnification

         Reference  is  made  to  Article  VII  of   Registrant's   Articles  of
         Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant to the Articles of  Incorporation  or  otherwise,  the
Registrant  is  aware  that  in the  opinion  of  the  Securities  and  Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Investment Company Act of 1940 and,  therefore,  is unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by directors, officers or
controlling  persons of the Registrant in connection with the successful defense
of any act,  suit or  proceeding)  is  asserted by such  directors,  officers or
controlling  persons  in  connection  with  the  shares  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as

                                                        C-3

<PAGE>



expressed  in the  Investment  Company  Act of 1940 and will be  governed by the
final adjudication of such issues.

Item 28.          Business and Other Connections of Investment 0Adviser

         Centura  Bank,  the  investment  adviser to Centura  Funds,  Inc., is a
registered  investment  adviser and a member of the Federal Reserve System.  The
names of Centura  Bank's  directors  and officers  and their  business and other
connections for at least the past two years are as follows: (1)

                                                          Business and
Name                            Title                     Other Connections

Richard H. Barnhardt            Director                   Director, Centura
                                                           Bank; President,
                                                           Properties, Inc.

C. Wood Beasley                 Director                   Director, Centura
                                                           Bank; President,
                                                           Wood Beasley Farms,
                                                           Inc.

Thomas A. Betts, Jr.            Director                   Director, Centura
                                                           Bank; Partner,
                                                           Betts and Company.

H. Tate Bowers                  Director                   Director, Centura
                                                           Bank; Chief
                                                           Executive Officer,
                                                           Bowers Fibers, Inc.

Ernest L. Evans                 Director                   Director, Centura
                                                           Bank; President,
                                                           ELE, Inc.

J. Richard Futrell, Jr.         Chairman,                  Director, Centura
                                Executive                  Bank; Chairman,
                                Committee and              Executive Committee
                                Director                   and Director,
                                                           Centura Banks, Inc.

John H. High                    Director                   Director, Centura
                                                           Bank; President,
                                                           John H. High & Co.,
                                                           Inc.

William D. Hoover               Executive Vice             Executive Vice
                                President                  President and
                                                           Director, Centura
                                                           Bank.


                                                        C-4

<PAGE>



Robert L. Hubbard             Director                 Director, Centura
                                                       Bank; Vice
                                                       Chairman, Americal
                                                       Corp.

William H. Kincheloe          Director                 Director, Centura
                                                       Bank; President
                                                       Bullock Furniture
                                                       Co., Inc.

Charles T. Lane               Director                 Director, Centura
                                                       Bank; Partner,
                                                      
                                                       Poyner
                                                       &
                                                       Spruill,
                                                       L.L.P.

Robert R. Mauldin             Chairman, Chief          Director, Centura
                              Executive Officer        Bank; Chairman and
                              and Director             Chief Executive
                                                       Officer, and
                                                       Director, Centura
                                                       Banks, Inc.


Jack A. Moody                 Director                 Director, Centura
                                                       Bank.

Clifton H. Moore              Director                 Director, Centura
                                                       Bank; President and
                                                       Chairman, Griggs
                                                       Lumber and Produce.

Joseph H. Nelson              Director                 Director, Centura
                                                       Bank; President,
                                                       Davenport Motor
                                                       Company.

O. Tracy Parks III            Director                 Director, Centura
                                                       Bank; Partner,
                                                       Brown & Robbins, L.L.P.

Frank L. Pattillo             Group Executive          Director, Centura
                              Officer, Chief           Bank; Group
                              Financial Officer        Executive
                              and Director             Officer and Chief
                                                       Financial Officer,
                                                       Centura Bank.

William H. Redding, Jr.       Director                 Director, Centura
                                                       Bank; President,
                                                       Acme-McCrary
                                                       Corporation.

                                       C-5

<PAGE>




Charles M. Reeves III            Director                Director, Centura
                                                         Bank; President,
                                                         Reeves Properties,
                                                         Inc.

Cecil W. Sewell, Jr.             President, Chief        President, Chief
                                 Operating Officer,      Operating Officer,
                                 and Director            and Director,
                                                         Centura Bank.

George T. Stronach III           Director                Director, Centura
                                                         Bank; Real Estate
                                                         Developer.

Alexander P. Thorpe III          Director                Director, Centura
                                                         Bank; President,
                                                         Thorpe & Co., Inc.

Joseph L. Wallace, Jr.           Director                Director, Centura
                                                         Bank.

William H. Wilkerson             Group Executive         Group Executive
                                 Officer and             Officer and
                                 Director                Director, Centura
                                                         Banks.

Charles P. Wilkins               Director                Director, Centura
                                                         Bank; Attorney,
                                                         Broughton, Wilkins
                                                         & Webb, P.A.

(1)      The above Directors and Officers of Centura Bank can be
reached at 131 North Church Street, Rocky Mount, North Carolina
27802.


Item 29.          Principal Underwriters

         (a)  Not applicable.

                                                        Positions and
Name and Principal      Positions and Offices            Offices with
Business Address (1)    with Underwriter                 Registrant

Robert Hering               President                       None

Michael C. Petrycki         Vice President and              None
                            Director

Gordon Forrester            Vice President                  None


                                      C-6

<PAGE>



Steven D. Blecher           Vice President, Secretary       None
                            and Treasurer

Lawrence Wagner             Vice President, Chief           None
                            Financial Officer

Elizabeth Q. Solazzo        Assistant Secretary             None

Thalia M. Cody              Assistant Secretary             None


(1) The address of all director and officers is 230 Park Avenue,  New York,  New
York 10169.

(c)      Not applicable.

Item 30. Location of Accounts and Records

         All accounts,  books and other  documents  required to be maintained by
Registrant  pursuant to Section 31(a) of the Investment Company Act of 1940, and
the Rules  thereunder  will be maintained at the offices of Furman Selz LLC, 230
Park Avenue, New York, New York 10169.

Item 31.          Management Services

                  Not applicable.

Item 32.          Undertakings

         (a)      Not applicable.
   
         (b)  Registrant  undertakes  to file an amendment  to its  registration
statement,  using financial statements for Centura Equity-Income Fund which need
not be  certified,  within four to six months of the later of (i) the  effective
date of this  Post-Effective  Amendment No. 5 to its  registration  statement or
(ii) the date on which  shares of Centura  Equity-Income  are first sold  (other
than shares sold for seed capital).

         (c)  Registrant  undertakes  to  furnish  to  each  person  to  whom  a
prospectus  is  delivered  a  copy  of  Registrant's  latest  annual  report  to
shareholders upon request and without charge.
    
         (d) If  requested  to do so by holders of at least 10% of  Registrant's
outstanding  shares, a meeting of shareholders will be called for the purpose of
voting upon the question of removal of a director or directors  and to assist in
communications  with other  shareholders  as  required  by Section  16(c) of the
Investment Company Act of 1940.


                                                        C-7

<PAGE>



                                     SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  and the Investment Company Act of 1940, as amended, the Registrant has
duly caused this  Amendment  to the  Registration  statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of New York and
State of New York on the 27th day of August, 1996.

                                      CENTURA FUNDS, INC.


                                      By /s/ John J. Pileggi
                                      John J. Pileggi
                                      President and Treasurer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to its  Registration  Statement has been signed below by the following
persons in the capacities and on the 27th day of August, 1996.


SIGNATURE                                           TITLE

/s/ John J. Pileggi
John J. Pileggi                                     President and
                                                    Treasurer


     *                                              Director and Chairman of
Leslie H. Garner, Jr.                               Board of Directors

     *
James H. Speed, Jr.                                 Director

     *
Frederick E. Turnage                                Director

     *
Lucy Hancock Bode                                   Director


By: /s/ Joan V. Fiore
Joan V. Fiore
Attorney-in-fact

                                         C-8

<PAGE>


                            CENTURA FUNDS, INC.

                            INDEX TO EXHIBITS

Exhibit                                                        Sequentially
Number             Description of Exhibit                      Numbered Page

11                 Consent of Independent Accountants

16                 Schedule of Computation

17                 Financial Data Schedule








                                                           C-9

<PAGE>




                           McGLADREY & PULLEN, L.L.P.
                                555 Fifth Avenue
                         New York, New York 10017-2416

                        CONSENT OF INDEPENDENT AUDITORS



        We hereby  consent  to the use of our  report  dated June 6, 1996 on the
financial  statements of Centura Equity Growth Fund,  Centura Federal Securities
Income Fund and Centura North  Carolina  Tax-Free  Bond Fund,  series of Centura
Funds,  Inc,  referred  to  therein  in  Post-Effective  Amendment  No. 5 to the
Registration  Statement  on Form  N-1A  File  No.  33-75926  as  filed  with the
Securities and Exchange Commission.

        We also  consent  to the  reference  to our  firm in each  Statement  of
Additional  Information under the caption "Independent  Accountants" and in each
Prospectus under the caption "Financial Highlights."





                                   /s/ McGladrey & Pullen, L.L.P.



New York, New York
August 23, 1996



                                                                   Exhibit 16a


Centura Equity Growth (Class A)
<TABLE>
<S>                <C>          <C>          <C>       <C>             <C>       <C>


                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception          45.014       38.504       18.512    1,385.038       21.384    1,450.135

Fiscal Year        32.896       26.925       26.925    1,269.254       32.897    1,328.967

Year to Date       13.044        7.933        7.933    1,079.332       13.045    1,130.450

12 Month           34.717       28.704       28.704    1,287.036       34.717    1,347.174

6 Month            20.610       15.203       15.203    1,152.032       20.611    1,206.105

3 Month             9.584        4.622        4.622    1,046.218        9.585    1,095.846

1 Month             4.605       -0.070       -0.070      999.295        4.605    1,046.046

2 Years            45.014       38.504       18.512    1,385.038       21.384    1,450.135

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00


<PAGE>


                                                                   Exhibit 16b


Centura Equity Growth (Class B)

<TABLE>
<S>                <C>          <C>          <C>       <C>             <C>       <C>

                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception          43.403       43.403       43.403    1,434.028       43.403    1,434.028

Fiscal Year        31.877       31.878       31.878    1,318.777       31.878    1,318.777

Year to Date       12.836       12.836       12.836    1,128.363       12.836    1,128.363

12 Month           33.729       33.729       33.729    1,337.288       33.729    1,337.288

6 Month            20.231       20.231       20.231    1,202.312       20.231    1,202.312

3 Month             9.454        9.454        9.454    1,094.543        9.454    1,094.543

1 Month             4.552        4.552        4.552    1,045.515        4.552    1,045.515

2 Years             5.288        5.288        5.288    1,052.877        5.288    1,052.877

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00


<PAGE>


                                                                   Exhibit 16c


Centura Equity Growth (Class C)
<TABLE>
<S>                <C>          <C>          <C>       <C>             <C>       <C>


                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception          45.379       45.379       21.544    1,453.786       21.544    1,453.786

Fiscal Year        32.992       32.993       32.993    1,329.930       32.993    1,329.930

Year to Date       13.190       13.191       13.191    1,131.906       13.191    1,131.906

12 Month           34.965       34.965       34.965    1,349.654       34.965    1,349.654

6 Month            20.719       20.719       20.719    1,207.187       20.719    1,207.187

3 Month             9.723        9.724        9.724    1,097.242        9.724    1,097.242

1 Month             4.681        4.682        4.682    1,046.819        4.682    1,046.819

2 Years            45.379       45.379       21.544    1,453.786       21.544    1,453.786

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA


</TABLE>

Beginning Investment....      $1,000.00


<PAGE>


                                                                   Exhibit 16d


Centura Federal Securities (Class A)
<TABLE>
<S>                 <C>          <C>           <C>     <C>              <C>      <C>


                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception          11.536        8.498        4.345    1,084.981        5.858    1,115.364

Fiscal Year         3.511        0.645        0.645    1,006.447        3.512    1,035.120

Year to Date       -1.739       -4.410       -4.410      955.904       -1.739      982.606

12 Month            6.201        3.301        3.301    1,033.008        6.202    1,062.020

6 Month             0.429       -2.333       -2.333      976.668        0.430    1,004.297

3 Month            -2.477       -5.121       -5.121      948.792       -2.478      975.218

1 Month            -0.619       -3.389       -3.389      966.114       -0.620      993.802

2 Years            11.536        8.498        4.345    1,084.981        5.858    1,115.364

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00
<PAGE>

                                                                   Exhibit 16e


Centura Federal Securities (Class B)
<TABLE>
<S>                 <C>          <C>          <C>      <C>              <C>      <C>


                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception           9.954        9.954        5.072    1,099.540        5.072    1,099.540

Fiscal Year         2.801        2.801        2.801    1,028.013        2.801    1,028.013

Year to Date       -1.984       -1.985       -1.985      980.152       -1.985      980.152

12 Month            5.403        5.404        5.404    1,054.037        5.404    1,054.037

6 Month             0.054        0.055        0.055    1,000.547        0.055    1,000.547

3 Month            -2.659       -2.660       -2.660      973.396       -2.660      973.396

1 Month            -0.681       -0.682       -0.682      993.179       -0.682      993.179

2 Years             9.954        9.954        5.072    1,099.540        5.072    1,099.540

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00


<PAGE>

                                                                   Exhibit 16f


Centura Federal Securities (Class C)
<TABLE>
<S>                <C>          <C>           <C>      <C>              <C>      <C>


                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception          12.085       12.085        6.130    1,120.854        6.130    1,120.854

Fiscal Year         3.749        3.749        3.749    1,037.492        3.749    1,037.492

Year to Date       -1.657       -1.658       -1.658      983.422       -1.658      983.422

12 Month            6.468        6.468        6.468    1,064.682        6.468    1,064.682

6 Month             0.554        0.555        0.555    1,005.547        0.555    1,005.547

3 Month            -2.417       -2.418       -2.418      975.823       -2.418      975.823

1 Month            -0.599       -0.600       -0.600      993.999       -0.600      993.999

2 Years            12.085       12.085        6.130    1,120.854        6.130    1,120.854

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00


<PAGE>

                                                                   Exhibit 16g


Centura NC Tax-Free Bond (Class A)
<TABLE>
<S>                 <C>          <C>          <C>      <C>              <C>      <C>



                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception           9.504        6.521        3.349    1,065.209        4.848    1,095.037

Fiscal Year         2.958        0.109        0.109    1,001.094        2.958    1,029.578

Year to Date       -1.609       -4.294       -4.294      957.058       -1.609      983.907

12 Month            5.501        2.622        2.622    1,026.222        5.501    1,055.009

6 Month             0.212       -2.534       -2.534      974.660        0.213    1,002.131

3 Month            -2.390       -5.041       -5.041      949.593       -2.391      976.094

1 Month            -0.448       -3.222       -3.222      967.776       -0.449      995.511

2 Years             9.504        6.521        3.349    1,065.209        4.848    1,095.037

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00


<PAGE>


                                                                   Exhibit 16h


Centura NC Tax-Free Bond (Class B)
<TABLE>
<S>                 <C>          <C>          <C>      <C>              <C>      <C>


                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception           7.956        7.956        4.072    1,079.557        4.072    1,079.557

Fiscal Year         2.257        2.257        2.257    1,022.572        2.257    1,022.572

Year to Date       -1.855       -1.855       -1.855      981.450       -1.855      981.450

12 Month            4.717        4.717        4.717    1,047.173        4.717    1,047.173

6 Month            -0.160       -0.161       -0.161      998.393       -0.161      998.393

3 Month            -2.572       -2.573       -2.573      974.274       -2.573      974.274

1 Month            -0.508       -0.509       -0.509      994.908       -0.509      994.908

2 Years             7.956        7.956        4.072    1,079.557        4.072    1,079.557

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00


<PAGE>

                                                                   Exhibit 16i


Centura NC Tax-Free Bond (Class C)
<TABLE>
<S>                <C>          <C>           <C>      <C>              <C>      <C>


                  NAV         Offer     Average SEC  Ending Red.   Ave. NAV    Ending NAV
              Total Return Total Return Total Return    Value     Total Return Red. Value

Inception          10.084       10.084        5.137    1,100.835        5.137    1,100.835

Fiscal Year         3.200        3.200        3.200    1,031.998        3.200    1,031.998

Year to Date       -1.527       -1.528       -1.528      984.723       -1.528      984.723

12 Month            5.773        5.773        5.773    1,057.726        5.773    1,057.726

6 Month             0.338        0.339        0.339    1,003.385        0.339    1,003.385

3 Month            -2.329       -2.330       -2.330      976.698       -2.330      976.698

1 Month            -0.427       -0.428       -0.428      995.719       -0.428      995.719

2 Years            10.084       10.084        5.137    1,100.835        5.137    1,100.835

3 Years                NA           NA           NA           NA           NA           NA

4 Years                NA           NA           NA           NA           NA           NA

5 Years                NA           NA           NA           NA           NA           NA

10 Years               NA           NA           NA           NA           NA           NA

</TABLE>


Beginning Investment....      $1,000.00


<PAGE>




<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 011
   <NAME> CENTURA EQUITY GROWTH FUND CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                           112594
<INVESTMENTS-AT-VALUE>                          149846
<RECEIVABLES>                                      184
<ASSETS-OTHER>                                      35
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  150065
<PAYABLE-FOR-SECURITIES>                          4134
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          283
<TOTAL-LIABILITIES>                               4417
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        105471
<SHARES-COMMON-STOCK>                              401
<SHARES-COMMON-PRIOR>                               90
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2926
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         37252
<NET-ASSETS>                                      5740
<DIVIDEND-INCOME>                                 1363
<INTEREST-INCOME>                                  448
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1227
<NET-INVESTMENT-INCOME>                            583
<REALIZED-GAINS-CURRENT>                          5486
<APPREC-INCREASE-CURRENT>                        28574
<NET-CHANGE-FROM-OPS>                            34060
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           10
<DISTRIBUTIONS-OF-GAINS>                            12
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            318
<NUMBER-OF-SHARES-REDEEMED>                         10
<SHARES-REINVESTED>                                  2
<NET-CHANGE-IN-ASSETS>                            4773
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (2102)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              803
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1227
<AVERAGE-NET-ASSETS>                              2858
<PER-SHARE-NAV-BEGIN>                            10.70
<PER-SHARE-NII>                                   0.03
<PER-SHARE-GAIN-APPREC>                           3.67
<PER-SHARE-DIVIDEND>                              0.05
<PER-SHARE-DISTRIBUTIONS>                         0.04
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.31
<EXPENSE-RATIO>                                   1.26
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 012
   <NAME> CENTURA EQUITY GROWTH FUND CLASS B
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                           112594
<INVESTMENTS-AT-VALUE>                          149846
<RECEIVABLES>                                      184
<ASSETS-OTHER>                                      35
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  150065
<PAYABLE-FOR-SECURITIES>                          4134
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          283
<TOTAL-LIABILITIES>                               4417
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        105471
<SHARES-COMMON-STOCK>                              435
<SHARES-COMMON-PRIOR>                              127
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2926
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         37252
<NET-ASSETS>                                      6194
<DIVIDEND-INCOME>                                 1363
<INTEREST-INCOME>                                  448
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1227
<NET-INVESTMENT-INCOME>                            583
<REALIZED-GAINS-CURRENT>                          5486
<APPREC-INCREASE-CURRENT>                        28574
<NET-CHANGE-FROM-OPS>                            34060
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            1
<DISTRIBUTIONS-OF-GAINS>                            14
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            320
<NUMBER-OF-SHARES-REDEEMED>                         13
<SHARES-REINVESTED>                                  1
<NET-CHANGE-IN-ASSETS>                            4832
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (2102)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              803
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1227
<AVERAGE-NET-ASSETS>                              3382
<PER-SHARE-NAV-BEGIN>                            10.69
<PER-SHARE-NII>                                 (0.06)
<PER-SHARE-GAIN-APPREC>                           3.65
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         0.04
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.24
<EXPENSE-RATIO>                                   2.02
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 013
   <NAME> CENTURA EQUITY GROWTH FUND CLASS C
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                           112594
<INVESTMENTS-AT-VALUE>                          149846
<RECEIVABLES>                                      184
<ASSETS-OTHER>                                      35
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  150065
<PAYABLE-FOR-SECURITIES>                          4134
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          283
<TOTAL-LIABILITIES>                               4417
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        105471
<SHARES-COMMON-STOCK>                             9344
<SHARES-COMMON-PRIOR>                             7847
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2926
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         37252
<NET-ASSETS>                                    133714
<DIVIDEND-INCOME>                                 1363
<INTEREST-INCOME>                                  448
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    1227
<NET-INVESTMENT-INCOME>                            583
<REALIZED-GAINS-CURRENT>                          5486
<APPREC-INCREASE-CURRENT>                        28574
<NET-CHANGE-FROM-OPS>                            34060
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          572
<DISTRIBUTIONS-OF-GAINS>                           432
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           2793
<NUMBER-OF-SHARES-REDEEMED>                       1353
<SHARES-REINVESTED>                                 58
<NET-CHANGE-IN-ASSETS>                           49710
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                       (2102)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              803
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   1227
<AVERAGE-NET-ASSETS>                            108221
<PER-SHARE-NAV-BEGIN>                            10.70
<PER-SHARE-NII>                                   0.07
<PER-SHARE-GAIN-APPREC>                           3.65
<PER-SHARE-DIVIDEND>                              0.07
<PER-SHARE-DISTRIBUTIONS>                         0.04
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.31
<EXPENSE-RATIO>                                   1.04
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 021
   <NAME> CENTURA FEDERAL SECURITIES INCOME FUND CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                           109422
<INVESTMENTS-AT-VALUE>                          109362
<RECEIVABLES>                                     1710
<ASSETS-OTHER>                                      30
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  111102
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          624
<TOTAL-LIABILITIES>                                624
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        110499
<SHARES-COMMON-STOCK>                               53
<SHARES-COMMON-PRIOR>                               25
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             39
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          (60)
<NET-ASSETS>                                       526
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6743
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     640
<NET-INVESTMENT-INCOME>                           6103
<REALIZED-GAINS-CURRENT>                           304
<APPREC-INCREASE-CURRENT>                        (267)
<NET-CHANGE-FROM-OPS>                             6141
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           20
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             29
<NUMBER-OF-SHARES-REDEEMED>                          3
<SHARES-REINVESTED>                                  2
<NET-CHANGE-IN-ASSETS>                             279
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (265)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              312
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    640
<AVERAGE-NET-ASSETS>                               353
<PER-SHARE-NAV-BEGIN>                             9.97
<PER-SHARE-NII>                                   0.57
<PER-SHARE-GAIN-APPREC>                           0.04
<PER-SHARE-DIVIDEND>                              0.57
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.01
<EXPENSE-RATIO>                                   0.85
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 022
   <NAME> CENTURA FEDERAL SECURITIES INCOME FUND CLASS B
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                           109422
<INVESTMENTS-AT-VALUE>                          109362
<RECEIVABLES>                                     1710
<ASSETS-OTHER>                                      30
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  111102
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          624
<TOTAL-LIABILITIES>                                624
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        110499
<SHARES-COMMON-STOCK>                               18
<SHARES-COMMON-PRIOR>                               12
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             39
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          (60)
<NET-ASSETS>                                       176
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6743
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     640
<NET-INVESTMENT-INCOME>                           6103
<REALIZED-GAINS-CURRENT>                           304
<APPREC-INCREASE-CURRENT>                        (267)
<NET-CHANGE-FROM-OPS>                             6141
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            8
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             11
<NUMBER-OF-SHARES-REDEEMED>                          6
<SHARES-REINVESTED>                                  1
<NET-CHANGE-IN-ASSETS>                              58
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (265)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              312
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    640
<AVERAGE-NET-ASSETS>                               170
<PER-SHARE-NAV-BEGIN>                             9.97
<PER-SHARE-NII>                                   0.50
<PER-SHARE-GAIN-APPREC>                           0.04
<PER-SHARE-DIVIDEND>                              0.50
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.01
<EXPENSE-RATIO>                                   1.61
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 023
   <NAME> CENTURA FEDERAL SECURITIES INCOME FUND CLASS C
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                           109422
<INVESTMENTS-AT-VALUE>                          109362
<RECEIVABLES>                                     1710
<ASSETS-OTHER>                                      30
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  111102
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          624
<TOTAL-LIABILITIES>                                624
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        110499
<SHARES-COMMON-STOCK>                            10970
<SHARES-COMMON-PRIOR>                             9410
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             39
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          (60)
<NET-ASSETS>                                     93807
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 6743
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     640
<NET-INVESTMENT-INCOME>                           6103
<REALIZED-GAINS-CURRENT>                           304
<APPREC-INCREASE-CURRENT>                        (267)
<NET-CHANGE-FROM-OPS>                             6141
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         6075
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           2799
<NUMBER-OF-SHARES-REDEEMED>                       1593
<SHARES-REINVESTED>                                355
<NET-CHANGE-IN-ASSETS>                           15968
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (265)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              312
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    640
<AVERAGE-NET-ASSETS>                            103271
<PER-SHARE-NAV-BEGIN>                             9.97
<PER-SHARE-NII>                                   0.60
<PER-SHARE-GAIN-APPREC>                           0.04
<PER-SHARE-DIVIDEND>                              0.60
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.01
<EXPENSE-RATIO>                                   0.61
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 031
   <NAME> CENTURA NORTH CAROLINA TAX FREE BOND FUND CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                            41843
<INVESTMENTS-AT-VALUE>                           41757
<RECEIVABLES>                                      546
<ASSETS-OTHER>                                      96
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   42399
<PAYABLE-FOR-SECURITIES>                          1013
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           57
<TOTAL-LIABILITIES>                               1070
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         41054
<SHARES-COMMON-STOCK>                              391
<SHARES-COMMON-PRIOR>                               43
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            362
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          (86)
<NET-ASSETS>                                      3927
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1878
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     182
<NET-INVESTMENT-INCOME>                           1695
<REALIZED-GAINS-CURRENT>                           793
<APPREC-INCREASE-CURRENT>                        (319)
<NET-CHANGE-FROM-OPS>                             2169
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           83
<DISTRIBUTIONS-OF-GAINS>                            17
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            348
<NUMBER-OF-SHARES-REDEEMED>                          9
<SHARES-REINVESTED>                                 10
<NET-CHANGE-IN-ASSETS>                            3498
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (138)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              138
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    325
<AVERAGE-NET-ASSETS>                              2079
<PER-SHARE-NAV-BEGIN>                             9.98
<PER-SHARE-NII>                                   0.42
<PER-SHARE-GAIN-APPREC>                           0.13
<PER-SHARE-DIVIDEND>                              0.42
<PER-SHARE-DISTRIBUTIONS>                         0.07
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.04
<EXPENSE-RATIO>                                   0.68
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 032
   <NAME> CENTURA NORTH CAROLINA TAX FREE BOND FUND CLASS B
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                            41843
<INVESTMENTS-AT-VALUE>                           41757
<RECEIVABLES>                                      546
<ASSETS-OTHER>                                      96
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   42399
<PAYABLE-FOR-SECURITIES>                          1013
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           57
<TOTAL-LIABILITIES>                               1070
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         41054
<SHARES-COMMON-STOCK>                               39
<SHARES-COMMON-PRIOR>                               28
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            362
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          (86)
<NET-ASSETS>                                       275
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1878
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     182
<NET-INVESTMENT-INCOME>                           1695
<REALIZED-GAINS-CURRENT>                           793
<APPREC-INCREASE-CURRENT>                        (319)
<NET-CHANGE-FROM-OPS>                             2169
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           11
<DISTRIBUTIONS-OF-GAINS>                             2
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             23
<NUMBER-OF-SHARES-REDEEMED>                         12
<SHARES-REINVESTED>                                  1
<NET-CHANGE-IN-ASSETS>                             118
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (138)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              138
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    325
<AVERAGE-NET-ASSETS>                               326
<PER-SHARE-NAV-BEGIN>                             9.98
<PER-SHARE-NII>                                   0.34
<PER-SHARE-GAIN-APPREC>                           0.13
<PER-SHARE-DIVIDEND>                              0.34
<PER-SHARE-DISTRIBUTIONS>                         0.07
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.04
<EXPENSE-RATIO>                                   1.44
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 033
   <NAME> CENTURA NORTH CAROLINA TAX FREE BOND FUND CLASS C
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               APR-30-1996
<INVESTMENTS-AT-COST>                            41843
<INVESTMENTS-AT-VALUE>                           41757
<RECEIVABLES>                                      546
<ASSETS-OTHER>                                      96
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   42399
<PAYABLE-FOR-SECURITIES>                          1013
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           57
<TOTAL-LIABILITIES>                               1070
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         41054
<SHARES-COMMON-STOCK>                             3688
<SHARES-COMMON-PRIOR>                             3495
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            362
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          (86)
<NET-ASSETS>                                     37009
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 1878
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     182
<NET-INVESTMENT-INCOME>                           1695
<REALIZED-GAINS-CURRENT>                           793
<APPREC-INCREASE-CURRENT>                        (319)
<NET-CHANGE-FROM-OPS>                             2169
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         1602
<DISTRIBUTIONS-OF-GAINS>                           274
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1198
<NUMBER-OF-SHARES-REDEEMED>                       1010
<SHARES-REINVESTED>                                  4
<NET-CHANGE-IN-ASSETS>                            2125
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                        (138)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              138
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    325
<AVERAGE-NET-ASSETS>                             37102
<PER-SHARE-NAV-BEGIN>                             9.98
<PER-SHARE-NII>                                   0.44
<PER-SHARE-GAIN-APPREC>                           0.13
<PER-SHARE-DIVIDEND>                              0.44
<PER-SHARE-DISTRIBUTIONS>                         0.07
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.04
<EXPENSE-RATIO>                                   0.44
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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