UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM N-CSR


                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES




                  Investment Company Act file number 811-08295
                                                     ---------


                         New Providence Investment Trust
                         -------------------------------
               (Exact name of registrant as specified in charter)


116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802
- --------------------------------------------------------------------------------
        (Address of principal executive offices)                     (Zip code)


                                Julian G. Winters
116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802
- --------------------------------------------------------------------------------
                     (Name and address of agent for service)


        Registrant's telephone number, including area code: 252-972-9922
                                                            ------------


                         Date of fiscal year end: May 31
                                                  ------


                     Date of reporting period: May 31, 2005
                                               ------------





Item 1. REPORTS TO STOCKHOLDERS.

________________________________________________________________________________


                                   WISDOM FUND

________________________________________________________________________________

                 a series of the New Providence Investment Trust


                           INSTITUTIONAL CLASS SHARES
                              INVESTOR CLASS SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES

                                  ANNUAL REPORT

                         FOR THE YEAR ENDED MAY 31, 2005



                               INVESTMENT ADVISOR
                         Atlanta Investment Counsel, LLC
                            3717 Haddon Hall Road, NW
                                    Suite 200
                             Atlanta, Georgia 30327

                                   WISDOM FUND
                            116 South Franklin Street
                             Post Office Drawer 4365
                        Rocky Mount, North Carolina 27803
                                 1-800-525-3863

                                   DISTRIBUTOR
                         Capital Investment Group, Inc.
                            116 South Franklin Street
                        Rocky Mount, North Carolina 27803
                                 1-800-773-3863


This report and the financial  statements contained herein are submitted for the
general  information of the  shareholders of the Wisdom Fund (the "Fund").  This
report is not authorized for  distribution to prospective  investors in the Fund
unless  preceded or accompanied by an effective  prospectus.  Mutual fund shares
are  not  deposits  or   obligations   of,  or  guaranteed  by,  any  depository
institution.  Shares are not insured by the FDIC,  Federal  Reserve Board or any
other agency,  and are subject to investment risks,  including  possible loss of
principal  amount  invested.  Neither the Fund nor the Fund's  distributor  is a
bank.



- --------------------------------------------------------------------------------
Statements in this Annual Report that reflect  projections  or  expectations  of
future financial or economic  performance of the Wisdom Fund ("Fund") and of the
market in general and  statements of the Fund's plans and  objectives for future
operations are forward-looking statements. No assurance can be given that actual
results or events will not differ  materially from those  projected,  estimated,
assumed or anticipated in any such forward-looking statements. Important factors
that could result in such  differences,  in addition to the other  factors noted
with such  forward-looking  statements,  include,  without  limitation,  general
economic  conditions  such as  inflation,  recession  and interest  rates.  Past
performance is not a guarantee of future results.

Investments  in the Fund are subject to  investment  risks,  including,  without
limitation,  tracking  risks (an investor in the Fund should not expect that the
investment  performance  of the  Fund  will  be  able to  track  the  investment
performance  of  Berkshire  Hathaway,  Inc.),   non-diversified  risk,  industry
concentration risk and other risks as set forth in the Fund's  prospectus.  More
information  about  these  risks  and  other  risks  can be found in the  Fund's
prospectus.

The  performance  information  quoted  in this  annual  report  represents  past
performance,  which is not a guarantee of future results.  Investment return and
principal  value of an investment  will fluctuate so that an investor's  shares,
when  redeemed,  may be worth more or less than  their  original  cost.  Current
performance may be lower or higher than the performance data quoted. An investor
may obtain  performance  data  current to the most recent  month-end by visiting
www.nottinghamco.com.

An investor should consider the investment  objectives,  risks,  and charges and
expenses of the Fund carefully before  investing.  The prospectus  contains this
and other  information  about the Fund. A copy of the prospectus is available by
calling  Shareholder  Services at 1-877-892-4226.  The prospectus should be read
carefully before investing.
- --------------------------------------------------------------------------------







WISDOM FUND

Annual Report to Shareholders
________________________________________________________________________________

July 22, 2005

Dear Shareholder:

For the 12 months ending May 31, 2005, the Wisdom Fund showed modest gains.  The
performance tables in this report show comparative  results for the fund and the
S&P 500 Index  for the most 12 months  and  since  inception  for each  class of
shares.

The fund underperformed the S&P 500 Index due to two main factors:

     (1)  The fund held a high level of short-term money market  investments and
          treasury  bills,   emulating  Berkshire  Hathaway's   short-term  cash
          holdings.  The S&P 500  Index is an index of 500  stocks  and holds no
          short-term cash investments.

     (2)  The financial stocks,  which make up the largest  percentage of stocks
          in  the  fund,  were  negatively  affected  by the  Federal  Reserve's
          increase in short-term interest rates.

Since the fund is a long-term investor, we are very pleased that our performance
results  since  inception of the fund have been greater than if one had invested
in the S&P 500 Index over the same period.

Human  beings have a natural  inclination  to assume that the future is going to
look very similar to the recent past. Bill Safire  articulated  this tendency on
Meet The Press last year:

"I can remember back in the 1980's, the expression all the economists were using
was `As far as the eye can see.'  That's  where all the  deficits  were going to
lead us. And when in the 1990's,  with the boom leading to the bubble and income
tax revenue  flowing to the  government,  surpluses  appeared and mushroomed and
everybody was saying, `There'll be surpluses as far as the eye can see.' And now
here we are again  saying,  `Deficits  as far as the eye can see.' The eye can't
see very far."

Of course,  Mr. Safire wasn't  talking about  investing,  but the  phenomenon of
which he speaks is alive and well in  today's  capital  markets.  For  instance,
David Pottruck,  former CEO of Charles Schwab,  recently stated, "At some point,
investing seems neither emotionally nor financially rewarding." The statement is
shocking (and wrong) on several levels,  especially for someone in his position.
However,  rational or not, the negative returns  experienced for the S&P 500 for
the last five years have had an effect on investor psychology.

The rules of investing have not changed.  We believe investors still have a need
to:

     o    Preserve capital,
     o    Grow their principal at an above average rate, and
     o    Minimize taxes.

Investors  face  many  decisions  on the  road to  prosperity.  One of the  most
critical  decisions  you make is choosing the right mutual fund.  You will place
your  trust  in,  and want to do  business  with a fund  that is  ethical,  hard
working, and exhibits positive attributes.

Atlanta Investment Counsel, LLC, manager of the Wisdom Fund:

     o    Displays a true commitment to long-term wealth creation,
     o    Remains staunch in its adherence to its investment principles,
     o    Practices what it preaches,
     o    Shares the same concerns as investors,
     o    Delivers exceptional client services, and
     o    Champions transparency.

We feel that investors want to do business with a mutual fund that is staunch in
its pursuit of  principles.  If you are an investor with another mutual fund, do
you know what their  principles  are? Have they practiced  what they preach?  We
have, year after year.

As you know we think very  highly of Warren  Buffett  and his  partner,  Charles
Munger. These two have achieved an extraordinary investment record over the last
35 years. Theirs has not been a complicated  investment  strategy;  rather, they
have kept it very simple.  They buy good businesses with great  management teams
at attractive  prices and then hold on to them!  There is no  secret-that's  it.
Buffett says that it is surprising that so few imitate what has worked for them.

In February of 1999 the Wisdom Fund opened to investors to do just exactly that!
To own as closely as possible the publicly held  holdings of Berkshire  Hathaway
and holdings of similar  characteristics  for the private  holdings of Berkshire
Hathaway. We have always felt that by owning the Wisdom Fund one would avoid the
only problem we see with owning Berkshire Hathaway,  that is Berkshire currently



WISDOM FUND

Annual Report to Shareholders
________________________________________________________________________________

trades at a premium to the market and its peers. As an open-end mutual fund, the
Wisdom Fund cannot trade at a premium or discount to its net asset value.

In July 14, 2005, Standard and Poor's Research issued a "sell" recommendation on
shares of  Berkshire  Hathaway.  The  recommendation  stated  that  "The  shares
currently trade at 22x our $3900 2005 earnings per share estimate,  a premium to
both the market and its insurance  peers. We do not believe that this premium is
warranted."

As stated above, our investment objective is to invest as closely as possible in
securities  known to be owned by  Berkshire  Hathaway.  In  investing  in public
companies  with similar  characteristics  to those of privately  held  companies
owned  by  Berkshire  Hathaway,  our  investment  philosophy  rests  on a set of
established investment principles that we follow each day:

     o    We buy businesses, not just shares of stocks,
     o    We buy businesses we understand, and
     o    We measure long-term success, not short-term stock prices.

What does this mean to investors?

It  means  that  investors  can  expect  consistency  and  conservatism  in  our
investment  approach.  Our  principles  help us determine what to invest in and,
more importantly, what not to invest in.

We believe that economic factors will not weaken our investment  principles.  We
at Atlanta Investment  Counsel,  LLC are not influenced by political or economic
forecasts. In fact, we see these as expensive distractions to many investors. We
believe the following  quotation  serves well to reaffirm our commitment to this
investment principle:

     "Thirty  years ago, no one could have  foreseen  the huge  expansion of the
     Vietnam War, wage and price controls,  two oil shocks, the resignation of a
     president, a one day drop in the Dow of 508 points, or treasury bill yields
     fluctuating  between  2.8%  and  17.4%.  But,  surprise  -  none  of  these
     blockbuster  events  made the  slightest  dent in Ben  Graham's  investment
     principles.  Nor did they render  unsound the  negotiated  purchase of fine
     businesses at sensible prices.

     Imagine the cost to us, then,  if we had let a fear of the unknown cause us
     to defer or alter the deployment of capital.  Indeed,  we have usually made
     our best  purchases  when  apprehensions  about some macro  event were at a
     peak. Fear is the foe of the faddist, but the friend of the fundamentalist.
     A different  set of major shocks is sure to occur in the next 30 years.  We
     will neither try to predict  these nor profit from them. If we can identify
     businesses  similar  to  those  we have  purchased  in the  past,  external
     surprises will have little effect on our long-term results."

(Warren E. Buffett, March 7, 1995)

Recent Purchases in the Fund

In the past several months the Fund has purchased:

     o    Wal-Mart Stores,
     o    Costco,
     o    Anheuser-Busch,
     o    Proctor and Gamble,
     o    Home Depot,
     o    Allegheny Energy,
     o    Constellation Energy,
     o    The Southern Company,
     o    Duke Energy, and
     o    FPL group^1.

Wal-Mart Stores (WMT) is the world's largest retailer. WMT stock reached a price
point in May 2005 that we found very attractive.  At 19x fiscal 2006 earnings as
estimated by Standard and Poor's research, the shares were trading at a PE above
that of the S&P 500, but below their historical  levels.  The stock yielded 1.2%
as of May 30,  2005 and we felt it was a strong  buy below $48 a share  based on
the stock's  strong  fundamentals.  The stock is not owned by Berkshire and is a
proxy for some of Berkshire Hathaway's private holdings.

- ----------------
1 Please refer to the  "Portfolio  Investments"  section of the attached  annual
report  for a  complete  listing  of  fund  holdings  and  the  percentage  each
represents of the portfolio.



WISDOM FUND

Annual Report to Shareholders
________________________________________________________________________________

Anheuser-Busch  (BUD) is a stock Berkshire  Hathaway  purchased this past spring
and we purchased it also. The company  controls over 50% of the U.S. beer market
and is making strong inroads in to China. The recent drop in share price gave us
the opportunity to buy into a dominant company that we believe truly is the king
of beers, and at what appears to be a very reasonable  discount to its intrinsic
value.

At Berkshire's  annual meeting this year, Mr. Buffett explained his rational for
buying BUD. He said that he had been  reading  BUD's  annual  report for over 25
years, waiting for the appropriate time to invest. That type of patience is what
he and  Charles  Munger  are  referring  to when they talk  about how  important
temperament is to investment success.

We believe most  portfolios  are well served by owning  consumer  stalwarts like
Anheuser-Busch and other Wisdom Fund holdings like Coca-Cola, Cadbury-Schweppes,
William  Wrigley  Company,  Yum  Brands  International,  McDonalds  and  Outback
Steakhouse,  Inc.  Proctor and Gamble (PG) is a  diversified  consumer  products
company that our research  indicates has strong  fundamentals and should benefit
from its  planned  acquisition  of a  current  holding  of the  Wisdom  Fund and
Berkshire,  the Gillette Co.,  which has a dominant  position in the wet shaving
industry.  Gillette's  high profit  margins and healthy cash flow will be a plus
for PG. After the announcement of the Gillette purchase, Berkshire bought shares
of PG on the open market.

In May of 2005, the Wisdom Fund purchased shares of Home Depot (HD), the world's
largest home  improvement  retailer.  We anticipate that there will be continued
strength in the housing  market,  an  improving  job market,  solid  demographic
trend,  and a resilient  consumer,  which will  benefit HD. In our view,  HD can
achieve  strong sales and earnings  growth over the next few years.  We estimate
that the  company  will open  between  170 and 190 new stores in fiscal 2006 and
bring its store count to more than 2000 stores. The company's revenues have been
rising about 10% per year for the past several years,  and we are looking for HD
to do about $80  billion  in sales for fiscal  2006.  More  importantly,  HD has
generated more than $2 billion in free cash flow for the last three years, which
allows it to  repurchase  its own shares.  HD is not owned by Berkshire and is a
proxy in our portfolio.

Our  recent  purchase  of five  utility  stocks is in  response  to  Berkshire's
purchase of PacifiCorp  from  Scottish  Power for $5.1 billion this past spring.
PacifiCorp  is an electric  utility  with  customers  in six  different  western
states.

"The  energy  sector has long  interested  us, and this is the right fit. We are
excited to be making this long-term  investment in the premier energy company in
the West. PacifiCorp is a great company with outstanding assets," said Buffett.

The Wisdom Fund also owns two other electric utilities,  Great Plains Energy and
Reliant Resources.

With regards to a subject we hear about most every day, the rise and fall of the
US  dollar,  Mr.  Buffett  has been most vocal in his  opinion  of the  ultimate
direction of the dollar.  "I think,  over time, unless we have a major change in
trade  policies,  I don't see how the dollar avoids going down," he told CNBC in
January  of 2005.  "I don't  know  when it will  happen.  I don't  have any idea
whether  it  will  be  this  month  or  this  year  or  next  year,  but  we are
force-feeding dollars on the rest of the world at a rate of close to a couple of
billion  dollars a day, and that's going to drive the dollar down," he continued
to say.

The Wisdom Fund has invested in New Zealand  Government  Bonds  maturing in 2009
and 2011 as our proxy for Berkshire's purchase of foreign currencies.

In Closing

I would like to remind  investors  that we are not in the  business  of managing
volatility;  we are in the business of managing to optimize the  compounding  of
your  capital.  Long-term  investment  results  are driven by the ability of the
underlying  businesses  to produce  strong and to grow cash  flow.  Stock  price
reflections of this underlying  value will not be linear as they are impacted by
the  collective  sentiment  of  the  market  participants,  which  include  both
investors  (who  may  not  always  be  rational  and  disciplined)  as  well  as
speculators  (who have a short-term  time horizon).  However,  in the long-term,
investors who hold high quality  investments  and add to them at reduced  prices
will generally be rewarded with above-average, after-tax compound returns.

This is what successful wealth creators like Warren Buffett do. This is the goal
of your portfolio  management team at Atlanta Investment Counsel, LLC does. This
is what we encourage you to do.


C.  Douglas  Davenport,  J.D.
President  of  Atlanta  Investment  Counsel,  LLC
Portfolio Manager of the Wisdom Fund



WISDOM FUND INSTITUTIONAL CLASS SHARES

Performance Update - $25,000 Investment

For the period from February 16, 1999 (Date of Initial Public Investment) to
May 31, 2005


                                                                                     
____________________________________________________________________________________________________________________________________
              Wisdom Fund -                      --------------------------------------------------------------------------------
              Institutional    S&P 500 Total     Performance Returns for the periods ended May 31, 2005
              Class Shares     Return Index      --------------------------------------------------------------------------------
              ------------     ------------      Average Annual Total          One          Five         Since
                                                 Returns                       Year         Year      Inception*
2/16/1999       $ 25,000        $ 25,000         --------------------------------------------------------------------------------
5/31/1999         24,889          26,307         Institutional Class Shares   5.65%         6.63%        5.43%
5/31/2000         25,295          29,063         --------------------------------------------------------------------------------
5/31/2001         28,001          25,996         Cumulative Total             Since       Final Value of $25,000
5/31/2002         30,181          22,396         Investment Returns         Inception*          Investment
5/31/2003         29,082          20,591         --------------------------------------------------------------------------------
5/31/2004         33,005          24,365         Institutional Class Shares   39.49%             $34,871
5/31/2005         34,871          26,372         --------------------------------------------------------------------------------
                                                 S&P 500 Total Return Index   5.49%              $26,372
                                                 --------------------------------------------------------------------------------
                                                 *The Fund's inception date - February 16, 1999 (Date of Initial Public
                                                 Investment).
                                                 --------------------------------------------------------------------------------


The graph  assumes an initial  $25,000  investment at February 16, 1999 (Date of
Initial Public Investment). All dividends and distributions are reinvested. This
graph depicts the  performance of the Wisdom Fund -  Institutional  Class Shares
(the "Fund") versus the S&P 500 Total Return Index. It is important to note that
the  Fund is a  professionally  managed  mutual  fund  while  the  index  is not
available  for  investment  and  is  unmanaged.  The  comparison  is  shown  for
illustrative purposes only.
________________________________________________________________________________

Performance  quoted above represents past performance,  which is no guarantee of
future  results.  Investment  return and principal  value will fluctuate so that
shares,  when  redeemed,  may be worth  more or less than their  original  cost.
Current  performance may be lower or higher than the performance data quoted. An
investor may obtain performance data,  current to the most recent month-end,  by
visiting www.nottinghamco.com.

The graph and table do not reflect  the  deduction  of taxes that a  shareholder
would pay on fund distributions or the redemption of fund shares. Average annual
total  returns are  historical in nature and measure net  investment  income and
capital  gain or loss  from  portfolio  investments  assuming  reinvestments  of
dividends.

Fund Expenses
________________________________________________________________________________

As a  shareholder  of the Fund,  you incur two types of costs:  (1)  transaction
costs,  which may include  sales  charges  (loads) on purchase  payments and (2)
ongoing costs,  including management fees;  distribution (12b-1) fees; and other
Fund  expenses.  This  example is intended to help you  understand  your ongoing
costs (in dollars) of investing in the Fund and to compare  these costs with the
ongoing  costs of investing in other  mutual  funds.  The example is based on an
investment  of $1,000  invested at the  beginning of the period and held for the
entire period as indicated below.

Actual Expenses - The first line of the table below provides  information  about
the actual account values and actual  expenses.  You may use the  information in
this line, together with the amount you invested,  to estimate the expenses that
you paid over the  period.  Simply  divide  your  account  value by $1,000  (for
example,  an $8,600  account value  divided by $1,000 = 8.6),  then multiply the
result by the number in the first line under the heading entitled "Expenses Paid
During  Period" to estimate the  expenses  you paid on your account  during this
period.

Hypothetical  Example for Comparison Purposes - The last line of the table below
provides information about hypothetical account values and hypothetical expenses
based on the Fund's actual expense ratio and an assumed annual rate of return of
5% before  expenses,  which is not the Fund's actual  return.  The  hypothetical
account  values and  expenses  may not be used to  estimate  the  actual  ending
account  balance  or  expenses  you  paid  for the  period.  You  may  use  this
information  to compare the  ongoing  costs of  investing  in the Fund and other
funds  by  comparing  this 5%  hypothetical  example  with  the 5%  hypothetical
examples that appear in the shareholder reports of other funds.

Please note that the  expenses  shown in the table are meant to  highlight  your
ongoing  costs only and do not reflect any  transactional  costs,  such as sales
charges (loads) on purchase payments.  Therefore,  the last line of the table is
useful in comparing  ongoing  costs only,  and will not help you  determine  the
relative  total  costs  of  owning  different  funds.  In  addition,   if  these
transactional costs were included, your costs would have been higher.


                                                                                           
                                             Beginning Account Value      Ending Account Value        Expenses Paid During
Expense Example                                   June 1, 2004               May 31, 2005                  Period*
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Actual                                             $1,000.00                   $1,056.50                    $12.65
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Hypothetical (5%annual return before               $1,000.00                   $1,037.70                    $12.53
expenses)
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
* Expenses are equal to the Fund's annualized  expense ratio 1.23% multiplied by
the average account value over the period.




WISDOM FUND INVESTOR CLASS SHARES

Performance Update - $10,000 Investment

For the period from February 16, 1999 (Date of Initial Public Investment)
to May 31, 2005

                                                                                              
____________________________________________________________________________________________________________________________________
                  Wisdom Fund -        S&P 500 Total     ---------------------------------------------------------------------------
              Investor Class Shares    Return Index      Performance Returns for the periods ended May 31, 2005
              ---------------------    ------------      ---------------------------------------------------------------------------
2/16/1999         $  9,425               $ 10,000        Average Annual Total            One          Five       Since
5/31/1999            9,370                 10,523        Returns                         Year         Year     Inception*
5/31/2000            9,498                 11,625        ---------------------------------------------------------------------------
5/31/2001           10,487                 10,399        Investor Class Shares - No     5.36%         6.35%      5.15%
5/31/2002           11,281                  8,959        Sales Load
5/31/2003           10,832                  8,236        ---------------------------------------------------------------------------
5/31/2004           12,266                  9,746        Investor Class Shares -       (0.70)%        5.10%      4.16%
5/31/2005           12,924                 10,549        5.75% Maximum Sales Load
                                                         ---------------------------------------------------------------------------
                                                         Cumulative Total               Since     Final Value of $10,000
                                                         Investment Returns           Inception*        Investment
                                                         ---------------------------------------------------------------------------
                                                         Investor Class Shares - No     37.12%            $13,712
                                                         Sales Load
                                                         ---------------------------------------------------------------------------
                                                         Investor Class Shares -        29.24%            $12,924
                                                         5.75% Maximum Sales Load
                                                         ---------------------------------------------------------------------------
                                                         S&P 500 Total Return Index     5.49%             $10,549
                                                         ---------------------------------------------------------------------------
                                                         *The Fund's inception date - February 16, 1999 (Date of Initial Public
                                                         Investment).
                                                         ---------------------------------------------------------------------------


The graph assumes an initial $10,000 investment ($9,425 after maximum sales load
of  5.75%) at  February  16,  1999  (Date of  Initial  Public  Investment).  All
dividends and distributions  are reinvested.  This graph depicts the performance
of the Wisdom Fund - Investor Class Shares (the "Fund") versus the S&P 500 Total
Return Index. It is important to note that the Fund is a professionally  managed
mutual fund while the index is not  available for  investment  and is unmanaged.
The comparison is shown for illustrative purposes only.
________________________________________________________________________________

Performance  quoted above represents past performance,  which is no guarantee of
future  results.  Investment  return and principal  value will fluctuate so that
shares,  when  redeemed,  may be worth  more or less than their  original  cost.
Current  performance may be lower or higher than the performance data quoted. An
investor may obtain performance data,  current to the most recent month-end,  by
visiting www.nottinghamco.com.

The graph and table do not reflect  the  deduction  of taxes that a  shareholder
would pay on fund distributions or the redemption of fund shares. Average annual
total  returns are  historical in nature and measure net  investment  income and
capital  gain or loss  from  portfolio  investments  assuming  reinvestments  of
dividends.

Fund Expenses
________________________________________________________________________________

As a  shareholder  of the Fund,  you incur two types of costs:  (1)  transaction
costs,  which may include  sales  charges  (loads) on purchase  payments and (2)
ongoing costs,  including management fees;  distribution (12b-1) fees; and other
Fund  expenses.  This  example is intended to help you  understand  your ongoing
costs (in dollars) of investing in the Fund and to compare  these costs with the
ongoing  costs of investing in other  mutual  funds.  The example is based on an
investment  of $1,000  invested at the  beginning of the period and held for the
entire period as indicated below.

Actual Expenses - The first line of the table below provides  information  about
the actual account values and actual  expenses.  You may use the  information in
this line, together with the amount you invested,  to estimate the expenses that
you paid over the  period.  Simply  divide  your  account  value by $1,000  (for
example,  an $8,600  account value  divided by $1,000 = 8.6),  then multiply the
result by the number in the first line under the heading entitled "Expenses Paid
During  Period" to estimate the  expenses  you paid on your account  during this
period.

Hypothetical  Example for Comparison Purposes - The last line of the table below
provides information about hypothetical account values and hypothetical expenses
based on the Fund's actual expense ratio and an assumed annual rate of return of
5% before  expenses,  which is not the Fund's actual  return.  The  hypothetical
account  values and  expenses  may not be used to  estimate  the  actual  ending
account  balance  or  expenses  you  paid  for the  period.  You  may  use  this
information  to compare the  ongoing  costs of  investing  in the Fund and other
funds  by  comparing  this 5%  hypothetical  example  with  the 5%  hypothetical
examples that appear in the shareholder reports of other funds.

Please note that the  expenses  shown in the table are meant to  highlight  your
ongoing  costs only and do not reflect any  transactional  costs,  such as sales
charges (loads) on purchase payments.  Therefore,  the last line of the table is
useful in comparing  ongoing  costs only,  and will not help you  determine  the
relative  total  costs  of  owning  different  funds.  In  addition,   if  these
transactional costs were included, your costs would have been higher.


                                                                                           
                                            Beginning Account Value      Ending Account Value        Expenses Paid During
Expense Example                                   June 1, 2004               May 31, 2005                  Period*
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Actual                                             $1,000.00                   $1,053.60                    $15.20
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Hypothetical (5%annual return before               $1,000.00                   $1,035.20                    $15.06
expenses)
- ------------------------------------------- ------------------------- ---------------------------- -------------------------


* Expenses are equal to the Fund's annualized  expense ratio 1.48% multiplied by
the average account value over the period.



WISDOM FUND CLASS B SHARES

Performance Update - $10,000 Investment

For the period from November 16, 1999 (Date of Initial Public Investment)
to May 31, 2005


                                                                               
____________________________________________________________________________________________________________________________________
              Wisdom Fund -      S&P 500 Total     --------------------------------------------------------------------------------
             Class B Shares      Return Index      Performance Returns for the periods ended May 31, 2005
11/16/1999      $ 10,000           $ 10,000        --------------------------------------------------------------------------------
 5/31/2000         9,815             10,070        Average Annual Total          One     Five     Since
 5/31/2001        10,757              9,007        Returns                       Year    Year   Inception*
 5/31/2002        11,479              7,760        --------------------------------------------------------------------------------
 5/31/2003        10,950              7,134        Class B Shares - No Sales     4.56%   5.57%    4.66%
 5/31/2004        12,308              8,442        Charge
 5/31/2005        12,769              9,137        --------------------------------------------------------------------------------
                                                   Class B Shares - Maximum      0.56%   5.41%    4.51%
                                                   Sales Charge
                                                   --------------------------------------------------------------------------------
                                                   Cumulative Total             Since     Final Value of $10,000
                                                   Investment Returns         Inception*        Investment
                                                   --------------------------------------------------------------------------------
                                                   Class B Shares - No Sales     28.69%          $12,869
                                                   Charge
                                                   --------------------------------------------------------------------------------
                                                   Class B Shares - Maximum      27.69%          $12,769
                                                   Sales Charge
                                                   --------------------------------------------------------------------------------
                                                   S&P 500 Total Return Index    (8.63)%          $9,137
                                                   --------------------------------------------------------------------------------
                                                   *The Fund's inception date - November 16, 1999 (Date of Initial Public
                                                   Investment).
                                                   --------------------------------------------------------------------------------


The graph  assumes an initial  $10,000  investment at November 16, 1999 (Date of
Initial Public  Investment) and reflects the deduction of the applicable maximum
contingent deferred sales charge ("CDSC"), taken on the last business day of the
most recently  completed  fiscal year. The table above includes the maximum CDSC
corresponding  to the length of time that the investment was held as noted.  The
CDSC for the Class B Shares  declines  from 4% to 0% over seven  years;  and the
Class B Shares are  converted  to Investor  Class Shares of the Fund after eight
years,   without  the  imposition  of  any  sales  charges.  All  dividends  and
distributions  are reinvested.  This graph depicts the performance of the Wisdom
Fund - Class B Shares (the "Fund") versus the S&P 500 Total Return Index.  It is
important to note that the Fund is a  professionally  managed  mutual fund while
the index is not available for  investment  and is unmanaged.  The comparison is
shown for illustrative purposes only.
________________________________________________________________________________

Performance  quoted above represents past performance,  which is no guarantee of
future  results.  Investment  return and principal  value will fluctuate so that
shares,  when  redeemed,  may be worth  more or less than their  original  cost.
Current  performance may be lower or higher than the performance data quoted. An
investor may obtain performance data,  current to the most recent month-end,  by
visiting www.nottinghamco.com

The graph and table do not reflect  the  deduction  of taxes that a  shareholder
would pay on fund distributions or the redemption of fund shares. Average annual
total  returns are  historical in nature and measure net  investment  income and
capital  gain or loss  from  portfolio  investments  assuming  reinvestments  of
dividends.

Fund Expenses
________________________________________________________________________________

As a  shareholder  of the Fund,  you incur two types of costs:  (1)  transaction
costs,  which may include  sales  charges  (loads) on purchase  payments and (2)
ongoing costs,  including management fees;  distribution (12b-1) fees; and other
Fund  expenses.  This  example is intended to help you  understand  your ongoing
costs (in dollars) of investing in the Fund and to compare  these costs with the
ongoing  costs of investing in other  mutual  funds.  The example is based on an
investment  of $1,000  invested at the  beginning of the period and held for the
entire period as indicated below.

Actual Expenses - The first line of the table below provides  information  about
the actual account values and actual  expenses.  You may use the  information in
this line, together with the amount you invested,  to estimate the expenses that
you paid over the  period.  Simply  divide  your  account  value by $1,000  (for
example,  an $8,600  account value  divided by $1,000 = 8.6),  then multiply the
result by the number in the first line under the heading entitled "Expenses Paid
During  Period" to estimate the  expenses  you paid on your account  during this
period.

Hypothetical  Example for Comparison Purposes - The last line of the table below
provides information about hypothetical account values and hypothetical expenses
based on the Fund's actual expense ratio and an assumed annual rate of return of
5% before  expenses,  which is not the Fund's actual  return.  The  hypothetical
account  values and  expenses  may not be used to  estimate  the  actual  ending
account  balance  or  expenses  you  paid  for the  period.  You  may  use  this
information  to compare the  ongoing  costs of  investing  in the Fund and other
funds  by  comparing  this 5%  hypothetical  example  with  the 5%  hypothetical
examples that appear in the shareholder reports of other funds.

Please note that the  expenses  shown in the table are meant to  highlight  your
ongoing  costs only and do not reflect any  transactional  costs,  such as sales
charges (loads) on purchase payments.  Therefore,  the last line of the table is
useful in comparing  ongoing  costs only,  and will not help you  determine  the
relative  total  costs  of  owning  different  funds.  In  addition,   if  these
transactional costs were included, your costs would have been higher.


                                                                                           
                                            Beginning Account Value      Ending Account Value        Expenses Paid During
Expense Example                                   June 1, 2004               May 31, 2005                  Period*
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Actual                                             $1,000.00                 $1,045.60                      $22.81
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Hypothetical (5%annual return before               $1,000.00                 $1,027.70                      $22.61
expenses)
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
* Expenses are equal to the Fund's annualized  expense ratio 2.23% multiplied by
the average account value over the period.




WISDOM FUND CLASS C SHARES

Performance Update - $10,000 Investment

For the period from November 16, 1999 (Date of Initial Public Investment)
to May 31, 2005


                                                                              
____________________________________________________________________________________________________________________________________
              Wisdom Fund -     S&P 500 Total     --------------------------------------------------------------------------------
             Class C Shares     Return Index      Performance Returns for the periods ended May 31, 2005
11/16/1999    $ 10,000           $ 10,000         --------------------------------------------------------------------------------
 5/31/2000       9,814             10,070         Average Annual Total          One     Five     Since
 5/31/2001      10,760              9,007         Returns                       Year    Year   Inception*
 5/31/2002      11,480              7,760         --------------------------------------------------------------------------------
 5/31/2003      10,953              7,134         Class C Shares - No Sales     4.63%   5.60%    4.68%
 5/31/2004      12,316              8,442         Charge
 5/31/2005      12,886              9,137         --------------------------------------------------------------------------------
                                                  Cumulative Total             Since       Final Value of $10,000
                                                  Investment Returns         Inception*         Investment
                                                  --------------------------------------------------------------------------------
                                                  Class C Shares               28.86%            $12,886
                                                  --------------------------------------------------------------------------------
                                                  S&P 500 Total Return Index   (8.63)%            $9,137
                                                  --------------------------------------------------------------------------------
                                                  *The Fund's inception date - November 16, 1999 (Date of Initial Public
                                                  Investment).
                                                  --------------------------------------------------------------------------------


The graph  assumes an initial  $10,000  investment at November 16, 1999 (Date of
Initial Public  Investment).  The deduction of the maximum  contingent  deferred
sales charge  ("CDSC") is not reflected in the graph because the 1% CDSC for the
Class C Shares is imposed on  proceeds  redeemed  within 1 year of the  purchase
date.  The CDSC may be  waived  or  reduced  under  certain  circumstances.  All
dividends and distributions  are reinvested.  This graph depicts the performance
of the Wisdom Fund - Class C Shares (the "Fund") versus the S&P 500 Total Return
Index. It is important to note that the Fund is a professionally  managed mutual
fund while the index is not  available  for  investment  and is  unmanaged.  The
comparison is shown for illustrative purposes only.
________________________________________________________________________________

Performance  quoted above represents past performance,  which is no guarantee of
future  results.  Investment  return and principal  value will fluctuate so that
shares,  when  redeemed,  may be worth  more or less than their  original  cost.
Current  performance may be lower or higher than the performance data quoted. An
investor may obtain performance data,  current to the most recent month-end,  by
visiting www.nottinghamco.com.

The graph and table do not reflect  the  deduction  of taxes that a  shareholder
would pay on fund distributions or the redemption of fund shares. Average annual
total  returns are  historical in nature and measure net  investment  income and
capital  gain or loss  from  portfolio  investments  assuming  reinvestments  of
dividends.

Fund Expenses
________________________________________________________________________________

As a  shareholder  of the Fund,  you incur two types of costs:  (1)  transaction
costs,  which may include  sales  charges  (loads) on purchase  payments and (2)
ongoing costs,  including management fees;  distribution (12b-1) fees; and other
Fund  expenses.  This  example is intended to help you  understand  your ongoing
costs (in dollars) of investing in the Fund and to compare  these costs with the
ongoing  costs of investing in other  mutual  funds.  The example is based on an
investment  of $1,000  invested at the  beginning of the period and held for the
entire period as indicated below.

Actual Expenses - The first line of the table below provides  information  about
the actual account values and actual  expenses.  You may use the  information in
this line, together with the amount you invested,  to estimate the expenses that
you paid over the  period.  Simply  divide  your  account  value by $1,000  (for
example,  an $8,600  account value  divided by $1,000 = 8.6),  then multiply the
result by the number in the first line under the heading entitled "Expenses Paid
During  Period" to estimate the  expenses  you paid on your account  during this
period.

Hypothetical  Example for Comparison Purposes - The last line of the table below
provides information about hypothetical account values and hypothetical expenses
based on the Fund's actual expense ratio and an assumed annual rate of return of
5% before  expenses,  which is not the Fund's actual  return.  The  hypothetical
account  values and  expenses  may not be used to  estimate  the  actual  ending
account  balance  or  expenses  you  paid  for the  period.  You  may  use  this
information  to compare the  ongoing  costs of  investing  in the Fund and other
funds  by  comparing  this 5%  hypothetical  example  with  the 5%  hypothetical
examples that appear in the shareholder reports of other funds.

Please note that the  expenses  shown in the table are meant to  highlight  your
ongoing  costs only and do not reflect any  transactional  costs,  such as sales
charges (loads) on purchase payments.  Therefore,  the last line of the table is
useful in comparing  ongoing  costs only,  and will not help you  determine  the
relative  total  costs  of  owning  different  funds.  In  addition,   if  these
transactional costs were included, your costs would have been higher.


                                                                                          
                                            Beginning Account Value      Ending Account Value        Expenses Paid During
Expense Example                                   June 1, 2004               May 31, 2005                  Period*
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Actual                                             $1,000.00                   $1,046.30                    $22.82
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
Hypothetical (5%annual return before               $1,000.00                   $1,027.70                    $22.61
expenses)
- ------------------------------------------- ------------------------- ---------------------------- -------------------------
* Expenses are equal to the Fund's annualized  expense ratio 2.23% multiplied by
the average account value over the period.




WISDOM FUND

Schedule of Investments


As of May 31, 2005

                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Shares           Market Value                                         Shares         Market Value
                                or Principal          (Note 1)                                        or Principal        (Note 1)
- -----------------------------------------------------------------   ----------------------------------------------------------------

COMMON STOCKS - 79.12%                                               Foods - 4.11%
                                                                        Cadbury Schweppes PLC            15,500        $    611,010
Apparel - 0.63%                                                      *  Dean Foods Company                2,000              77,940
   Nike, Inc.                     1,600             $    131,520        Sysco Corporation                18,166             675,049
   Wolverine World Wide, Inc.     7,500                  172,350        WM Wrigley Jr. Company            9,300             634,911
                                                    ------------                                                       ------------
                                                         303,870                                                          1,998,910
                                                    ------------                                                       ------------
Banks - 3.40%                                                        Health Care Services - 0.00%
   M & T Bank Corporation         2,030                  207,344     *  Five Star Quality Care, Inc.          4                  26
   Wells Fargo Company           23,922                1,445,128                                                       ------------
                                                    ------------
                                                       1,652,472     Holding Companies - Diversified - 1.27%
                                                    ------------        Leucadia National Corporation    15,450             616,300
Beverages - 7.97%                                                                                                      ------------
   Anheuser-Busch Companies Inc.  7,000                  327,950
   Coca-Cola Company             79,430                3,544,961     Home Builders - 0.44%
                                                    ------------     *  Champion Enterprises, Inc.        6,700              65,191
                                                       3,872,911        Winnebago Industries, Inc.        4,500             147,105
                                                    ------------                                                       ------------
Building Materials - 1.07%                                                                                                  212,296
   American Standard Comp. Inc.  12,190                  521,732                                                       ------------
                                                    ------------
                                                                     Insurance - Multiline - 9.41%
Chemicals - 1.28%                                                       Alleghany Corporation             1,224             343,026
   The Sherwin-Williams Company  13,970                  620,967        American International
                                                    ------------          Group, Inc.                    14,150             786,032
                                                                     *  Arch Capital Group Ltd.           2,000              89,300
Commercial Services - 4.45%                                             Aspen Insurance Holdings Ltd.     2,000              55,000
   Aaron Rents, Inc.              6,000                  135,660        Endurance Specialty Holdings
   Cendant Corporation           10,000                  212,100          Ltd.                           18,500             674,325
   H&R Block, Inc.                3,000                  149,760        Fairfax Financial Holding Ltd.    2,000             320,000
*  Iron Mountain, Inc.           11,650                  334,355        Old Republic International Corp. 11,000             273,460
   Moody's Corporation           29,410                1,272,571        The Allstate Corporation         31,250           1,818,750
   The ServiceMaster Company      4,600                   59,800        Transatlantic Holdings Inc.       1,000              57,110
                                                    ------------        United Fire & Casualty Co.        4,000             157,480
                                                       2,164,246                                                       ------------
                                                    ------------                                                          4,574,483
Cosmetics & Personal Care - 4.43%                                                                                      ------------
   Proctor & Gamble               9,000                  496,350     Insurance - Property & Casualty - 16.89%
   The Gillette Company          31,380                1,654,981        Fidelity National Financial,
                                                    ------------          Inc.                           17,463             628,493
                                                       2,151,331     *  Markel Corporation                8,200           2,802,350
                                                    ------------        Montpelier Re Holdings Ltd.       3,500             120,225
                                                                        The Chubb Corporation            15,400           1,297,142
Diversified Financial Services - 4.33%                                  The Progressive Corporation       9,360             899,215
   American Express Company      39,050                2,102,842        Wesco Financial Corporation         386             138,296
                                                    ------------        White Mountains Ins. Group Ltd.   3,500           2,325,750
Electric - 3.07%                                                                                                       ------------
*  Allegheny Energy, Inc.         8,400                  203,112                                                          8,211,471
   Constellation Energy Group,                                                                                         ------------
    Inc.                          3,800                  203,110     Investment Company - 0.22%
   Duke Energy Corporation        7,500                  206,100        American Capital Strategies Ltd.  3,000             105,060
   FPL Group, Inc.                4,800                  195,120                                                       ------------
   Great Plains Energy, Inc.      5,000                  157,500     Media - 3.58%
*  Reliant Energy, Inc.          27,000                  332,100     *  Comcast Corporation              12,500             402,500
   The Southern Company           5,800                  196,910        Gannett Company, Inc.             2,698             200,893
                                                    ------------        The Washington Post Company       1,370           1,137,100
                                                       1,493,952                                                       ------------
                                                    ------------                                                          1,740,493
                                                                                                                       ------------
(Continued)




WISDOM FUND

Schedule of Investments


As of May 31, 2005

                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Shares           Market Value                                         Shares         Market Value
                                or Principal          (Note 1)                                        or Principal        (Note 1)
- -----------------------------------------------------------------   ----------------------------------------------------------------

COMMON STOCKS - (Continued)                                          FOREIGN GOVERNMENT OBLIGATIONS - 3.12%

Oil & Gas - 0.40%                                                       New Zealand Government
   PetroChina Company Ltd.          3,000           $    193,440           7.000%, 07/15/09           $  1,015,000     $    745,368
                                                    ------------        New Zealand Government
                                                                           6.000%, 11/15/11              1,083,000          773,404
Packaging & Containers - 0.56%                                                                                         ------------
*  Sealed Air Corporation           5,252                272,001
                                                    ------------
                                                                     Total Foreign Government Obligations
Pipelines - 2.14%                                                       (Cost $1,477,746)                                 1,518,772
   Kinder Morgan, Inc.             13,400              1,041,314                                                       ------------
                                                    ------------
                                                                     PRIVATE INVESTMENT COMPANY - 1.28%
Retail - 3.62%
   Costco Wholesale Corporation     4,000                181,680     (beta)Pamlico Enhanced Cash Trust
   Home Depot Inc.                  7,500                295,125        (Cost $620,358)                    620,358          620,358
   McDonald's Corporation           7,000                216,580                                                       ------------
   Outback Steakhouse, Inc.         1,800                 79,650
*  Payless Shoesource, Inc.         6,000                100,980     Total Investments (Cost $41,344,348) - 99.78%     $ 48,495,616
*  Red Robin Gourmet Burgers, Inc.  1,500                 82,320     Other Assets less Liabilities - 0.22%                  112,733
   The Gap, Inc.                   10,000                210,000                                                       ------------
   Wal-Mart Stores, Inc.            7,000                330,610     Net Assets - 100.00%                              $ 48,608,349
   Yum! Brands, Inc.                5,150                264,144                                                       ============
                                                    ------------
                                                       1,761,089
                                                    ------------
Software - 2.16%                                                        *  Non-income producing investment.
   Automatic Data Processing, Inc. 11,200                490,560     (beta)Restricted  security - A  restricted  security  cannot be
   First Data Corporation          14,770                558,749           resold  to the general public  without prior registration
                                                    ------------           under the Securities Act of 1933.  Restricted  securities
                                                       1,049,309           are  valued according  to the  guidelines  and procedures
                                                    ------------           adopted  by the  Board  of Trustees.  The  Fund currently
Textiles - 3.69%                                                           holds 620,358 shares of  Pamlico Enhanced Cash Trust at a
*  Mohawk Industries, Inc.         21,495              1,793,113           cost of $620,358.  The sale of  this investment  has been
                                                    ------------           restricted  and has been  valued in  accordance  with the
                                                                           guidelines adopted  by the Board  of Trustees.  The total
Total Common Stocks (Cost $31,318,522)                38,453,628           fair value of this  security at May 31, 2005 is $620,358,
                                                    ------------           which represents 1.28% of net assets.

MUTUAL FUNDS - 3.93%

   Federated International
      Bond Fund                   148,354              1,731,296
   Templeton Global Income Fund    20,200                178,366
                                                    ------------

Total Mutual Funds (Cost $1,933,735)                   1,909,662
                                                    ------------

U.S. GOVERNMENT OBLIGATION - 12.33%

   United States Treasury Bill
      0.000%, 06/16/05
   (Cost $5,993,987)         $  6,000,000              5,993,196
                                                    ------------

(Continued)




WISDOM FUND

Schedule of Investments


As of May 31, 2005
- --------------------------------------------------------------------------------

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

Summary of Investments by Industry
                                               % of Net
Industry                                        Assets             Value
- -------------------------------------------------------------------------------

Apparel                                          0.63%         $    303,870
Banks                                            3.40%            1,652,472
Beverages                                        7.97%            3,872,911
Building Materials                               1.07%              521,732
Chemicals                                        1.28%              620,967
Commercial Services                              4.45%            2,164,246
Cosmetics & Personal Care                        4.43%            2,151,331
Diversified Financial Services                   4.33%            2,102,842
Electric                                         3.07%            1,493,952
Foods                                            4.11%            1,998,910
Foreign Government Obligations                   3.12%            1,518,772
Health Care Services                             0.00%                   26
Holding Companies - Diversified                  1.27%              616,300
Home Builders                                    0.44%              212,296
Insurance - Multiline                            9.41%            4,574,483
Insurance - Property & Casualty                 16.89%            8,211,471
Investment Company                               0.22%              105,060
Media                                            3.58%            1,740,493
Mutual Funds                                     3.93%            1,909,662
Oil & Gas                                        0.40%              193,440
Packaging & Containers                           0.56%              272,001
Pipelines                                        2.14%            1,041,314
Private Investment Company                       1.28%              620,358
Retail                                           3.62%            1,761,089
Software                                         2.16%            1,049,309
Textiles                                         3.69%            1,793,113
U.S. Government Obligation                      12.33%            5,993,196
- -------------------------------------------------------------------------------
Total                                           99.78%         $ 48,495,616













See Notes to Financial Statements




WISDOM FUND

STATEMENT OF ASSETS AND LIABILITIES


As of May 31, 2005

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

Assets:
      Investments, at value (cost $41,344,348)                                                      $ 48,495,616
      Cash                                                                                                 4,610
      Receivables:
           Fund shares sold                                                                               81,738
           Income (cost $82,861)                                                                          82,415
      Prepaid expenses                                                                                    15,747
                                                                                                    ------------
      Total assets                                                                                    48,680,126

Liabilities:
      Accrued expenses                                                                                    71,228
      Other liability                                                                                        549
                                                                                                    ------------
      Total liabilities                                                                                   71,777

Net Assets                                                                                          $ 48,608,349
                                                                                                    ============
Net Assets Consist of:
      Capital (par value and paid in surplus)                                                       $ 39,600,099
      Undistributed net investment income                                                                  2,119
      Undistributed net realized gain on investments and foreign currency translations                 1,855,309
      Net unrealized appreciation on investments and translation of assets
           and liabilities in foreign currencies                                                       7,150,822
                                                                                                    ------------
      Total Net Assets                                                                              $ 48,608,349
                                                                                                    ============
Institutional Class Shares Outstanding, no par value (unlimited shares authorized)                       386,742
      Net Assets - Institutional Class Shares                                                       $  5,090,119
      Net Asset Value, Offering Price and Redemption Price Per Share                                $      13.16

Investor Class Shares Outstanding, no par value (unlimited shares authorized)                          1,466,914
      Net Assets - Investor Class Shares                                                            $ 19,176,873
      Net Asset Value, Offering Price and Redemption Price Per Share                                $      13.07
      Maximum Offering Price Per Share (100 / 94.25 of $13.07)                                      $      13.87

Class B Shares Outstanding, no par value (unlimited shares authorized)                                 1,152,380
      Net Assets - Class B Shares                                                                   $ 14,660,323
      Net Asset Value, Offering Price and Redemption Price Per Share                                $      12.72

Class C Shares Outstanding, no par value (unlimited shares authorized)                                   757,662
      Net Assets - Class C Shares                                                                   $  9,681,034
      Net Asset Value, Offering Price and Redemption Price Per Share                                $      12.78



See Notes to Financial Statements





WISDOM FUND

STATEMENT OF OPERATIONS


For the Fiscal Year ended May 31, 2005

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

Investment Income:
      Interest                                                                                      $    150,634
      Dividends                                                                                          758,816
                                                                                                    ------------
      Total Income                                                                                       909,450

Expenses:
      Advisory fees (note 2)                                                                             249,247
      Administration fees (note 2)                                                                        62,312
      Transfer agent fees (note 2)                                                                        53,623
      Fund accounting fees (note 2)                                                                       58,985
      Compliance service fees (note 2)                                                                     4,077
      Custody fees (note 2)                                                                               13,149
      Distribution and service fees - Investor Class Shares (note 3)                                      51,562
      Distribution and service fees - Class B Shares (note 3)                                            150,596
      Distribution and service fees - Class C Shares (note 3)                                             92,121
      Legal fees                                                                                          29,177
      Audit and tax preparation fees                                                                      20,514
      Registration and filing expenses                                                                    37,985
      Registration and administration filing fees (note 2)                                                27,482
      Shareholder servicing expenses                                                                      14,611
      Printing expenses                                                                                   12,586
      Trustee fees and meeting expenses                                                                    4,448
      Securities pricing fees                                                                              5,442
      Other operating expenses                                                                            19,414
                                                                                                    ------------
      Total Expenses                                                                                     907,331
                                                                                                    ------------
Net Investment Income                                                                                      2,119

Net Realized and Unrealized Gain on Investments

      Net realized gain from investment and foreign securities transactions                            1,837,541
      Change in unrealized appreciation on investments and foreign currency translations                 616,822
                                                                                                    ------------
Net Realized and Unrealized Gain on Investments                                                        2,454,363

Net Increase in Net Assets Resulting from Operations                                                $  2,456,482
                                                                                                    ============


See Notes to Financial Statements




WISDOM FUND

STATEMENTS OF CHANGES IN NET ASSETS



                                                                                                         
For the Fiscal Years ended May 31,                                                             2005               2004
- -------------------------------------------------------------------------------------------------------------------------

Operations:
     Net investment income (loss)                                                        $      2,119       $  (193,351)
     Net realized gain from investment and foreign securities transactions                  1,837,541          1,219,133
     Change in unrealized appreciation on investments and                                     616,822          4,101,451
         foreign currency translations
                                                                                         ------------       ------------
Net Increase in Net Assets Resulting from Operations                                        2,456,482          5,127,233

Distributions to Shareholders: (note 5)
     Net realized gain from investment transactions - Institutional Class Shares              (66,528)                 0
     Net realized gain from investment transactions - Investor Class Shares                  (279,815)                 0
     Net realized gain from investment transactions - Class B Shares                         (209,450)                 0
     Net realized gain from investment transactions - Class C Shares                         (126,328)                 0
                                                                                         ------------       ------------
Decrease in Net Assets Resulting from Distributions                                          (682,121)                 0

Capital Share Transactions: (note 6)
     Institutional Class Shares
         Shares sold                                                                          229,150            602,397
         Reinvested dividends and distributions                                                66,296                  0
         Shares repurchased                                                                  (225,257)          (570,625)
     Investor Class Shares
         Shares sold                                                                        3,663,038          7,013,977
         Reinvested dividends and distributions                                               264,457                  0
         Shares repurchased                                                                (5,337,005)        (3,202,206)
     Class B Shares
         Shares sold                                                                        1,093,890          2,562,201
         Reinvested dividends and distributions                                               203,679                  0
         Shares repurchased                                                                (1,984,011)        (2,123,336)
     Class C Shares
         Shares sold                                                                        1,818,621          2,712,247
         Reinvested dividends and distributions                                               121,045                  0
         Shares repurchased                                                                (1,232,810)          (453,048)
                                                                                         ------------       ------------
(Decrease) Increase from Capital Share Transactions                                        (1,318,907)         6,541,607

Net Increase in Net Assets                                                                    455,454         11,668,840

Net Assets:
     Beginning of Year                                                                     48,152,895         36,484,055
                                                                                         ------------       ------------
     End of Year                                                                         $ 48,608,349       $ 48,152,895
                                                                                         ============       ============
Undistributed Net Investment Income                                                      $      2,119       $          0




See Notes to Financial Statements




WISDOM FUND

FINANCIAL HIGHLIGHTS

                                                                                                     

                                                                                 Institutional Class Shares
For a share outstanding during the
fiscal years ended May 31,                                        2005          2004          2003          2002          2001
- ----------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, Beginning of Year                             $  12.62      $  11.12      $  11.54      $  10.80      $   9.90
Income (Loss) from Investment Operations
     Net investment income (loss)                                  0.08          0.02         (0.03)        (0.02)         0.17
     Net realized and unrealized gain (loss) on                    0.63          1.48         (0.39)         0.85          0.90
          investment and foreign currency translation          --------      --------      --------      --------      --------
Total from Investment Operations                                   0.71          1.50         (0.42)         0.83          1.07
Less Distributions:
     Dividends (from net investment income)                           0             0             0             0         (0.17)
     Distributions (from capital gains)                           (0.17)            0             0         (0.09)            0
                                                               --------      --------      --------      --------      --------
Total Distributions                                               (0.17)            0             0         (0.09)        (0.17)
Net Asset Value, End of Year                                   $  13.16      $  12.62      $  11.12      $  11.54      $  10.80
                                                               ========      ========      ========      ========      ========
Total return                                                       5.65 %       13.49 %       (3.64)%        7.78 %       10.70 %
Net Assets, End of Year (in thousands)                         $  5,090      $  4,811      $  4,229      $  3,925      $  3,165
Average Net Assets for the Year (in thousands)                 $  4,953      $  4,452      $  3,862      $  3,444      $  2,983
Ratios of:
Gross Expenses to Average Net Assets                               1.23 %        1.29 %        1.67 %        3.19 %        3.30 %
Net Expenses to Average Net Assets                                 1.23 %        1.29 %        1.62 %        1.71 %        0.26 %
Net Investment Income (Loss) to Average Net Assets                 0.60 %        0.14 %       (0.25)%       (0.17)%        1.57 %
Portfolio turnover rate                                           41.99 %       20.41 %        9.28 %        6.78 %       15.46 %


                                                                                      Investor Class Shares
For a share outstanding during the
fiscal years ended May 31,                                        2005          2004          2003          2002          2001
- ----------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, Beginning of Year                             $  12.57      $  11.10      $  11.56      $  10.84      $   9.93
Income (Loss) from Investment Operations
     Net investment income (loss)                                  0.05         (0.01)        (0.04)        (0.04)         0.13
     Net realized and unrealized gain (loss) on                    0.62          1.48         (0.42)         0.85          0.91
          investment and foreign currency translation          --------      --------      --------      --------      --------
Total from Investment Operations                                   0.67          1.47         (0.46)         0.81          1.04
Less Distributions:
      Dividends (from net investment income)                          0             0             0             0         (0.13)
      Distributions (from capital gains)                          (0.17)            0             0         (0.09)            0
                                                               --------      --------      --------      --------      --------
 Total Distributions                                              (0.17)            0             0         (0.09)        (0.13)
Net Asset Value, End of Year                                   $  13.07      $  12.57      $  11.10      $  11.56      $  10.84
                                                               ========      ========      ========      ========      ========
Total return (a)                                                   5.36 %       13.24 %       (3.98)%        7.57 %       10.41 %
Net Assets, End of Year (in thousands)                         $ 19,177      $ 19,789      $ 13,825      $  2,740      $  1,254
Average Net Assets for the Year (in thousands)                 $ 20,625      $ 17,326      $  8,861      $  1,794      $    675
Ratios of:
Gross Expenses to Average Net Assets                               1.48 %        1.54 %        1.91 %        3.39 %        3.86 %
Net Expenses to Average Net Assets                                 1.48 %        1.54 %        1.87 %        1.96 %        0.68 %
Net Investment Income (Loss) to Average Net Assets                 0.34 %       (0.11)%       (0.53)%       (0.48)%        1.21 %
Portfolio turnover rate                                           41.99 %       20.41 %        9.28 %        6.78 %       15.46 %


(a) Total return does not reflect payment of a sales charge.
                                                                                                                        (Continued)




WISDOM FUND

FINANCIAL HIGHLIGHTS

                                                                                                     
                                                                                          Class B Shares
For a share outstanding during the
fiscal years ended May 31,                                        2005          2004          2003          2002          2001
- ----------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, Beginning of Year                             $  12.33      $  10.97      $  11.50      $  10.87      $   9.97
Income (Loss) from Investment Operations
     Net investment (loss) income                                 (0.05)        (0.10)        (0.10)        (0.07)         0.06
     Net realized and unrealized gain (loss) on                    0.61          1.46         (0.43)         0.79          0.90
          investment and foreign currency translation          --------      --------      --------      --------      --------
Total from Investment Operations                                   0.56          1.36         (0.53)         0.72          0.96
Less Distributions:
     Dividends (from net investment income)                           0             0             0             0         (0.06)
     Distributions (from capital gains)                           (0.17)            0             0         (0.09)            0
                                                               --------      --------      --------      --------      --------
Total Distributions                                               (0.17)            0             0         (0.09)        (0.06)
Net Asset Value, End of Year                                   $  12.72      $  12.33      $  10.97      $  11.50       $  10.87
                                                               ========      ========      ========      ========      ========
Total return (a)                                                   4.56 %       12.40 %       (4.61)%        6.72 %        9.60 %
Net Assets, End of Year (in thousands)                         $ 14,660      $ 14,871      $ 12,796      $  4,307      $  1,797
Average Net Assets for the Year (in thousands)                 $ 15,060      $ 14,097      $  8,738      $  2,146      $  1,817
Ratios of:
Gross Expenses to Average Net Assets                               2.23 %        2.29 %        2.66 %        4.14 %        4.33 %
Net Expenses to Average Net Assets                                 2.23 %        2.29 %        2.62 %        2.71 %        1.28 %
Net Investment (Loss) Income to Average Net Assets                (0.41)%       (0.86)%       (1.27)%       (1.23)%        0.56 %
Portfolio turnover rate                                           41.99 %       20.41 %        9.28 %        6.78 %       15.46 %


                                                                                           Class C Shares
For a share outstanding during the
fiscal years ended May 31,                                        2005          2004          2003          2002          2001
- ----------------------------------------------------------------------------------------------------------------------------------

Net Asset Value, Beginning of Year                             $  12.38      $  11.01      $  11.54      $  10.91      $   9.98
Income (Loss) from Investment Operations
     Net investment (loss) income                                 (0.05)        (0.09)        (0.09)        (0.10)         0.03
     Net realized and unrealized gain (loss) on                    0.62          1.46         (0.44)         0.82          0.93
          investment and foreign currency translation          --------      --------      --------      --------      --------
Total from Investment Operations                                   0.57          1.37         (0.53)         0.72          0.96
Less Distributions:
      Dividends (from net investment income)                          0             0             0             0         (0.03)
      Distributions (from capital gains)                          (0.17)            0             0         (0.09)            0
                                                               --------      --------      --------      --------      --------
Total Distributions                                               (0.17)            0             0         (0.09)        (0.03)
Net Asset Value, End of Year                                   $  12.78      $  12.38      $  11.01      $  11.54      $  10.91
                                                               ========      ========      ========      ========      ========
Total return (a)                                                   4.63 %       12.44 %       (4.59)%        6.69 %        9.64 %
Net Assets, End of Year (in thousands)                         $  9,681      $  8,682      $  5,635      $  1,808      $    987
Average Net Assets for the Year (in thousands)                 $  9,212      $  6,972      $  3,560      $  1,274      $    531
Ratios of:
Gross Expenses to Average Net Assets                               2.23 %        2.29 %        2.66 %        4.18 %        4.44 %
Net Expenses to Average Net Assets                                 2.23 %        2.29 %        2.62 %        2.71 %        1.41 %
Net Investment (Loss) Income to Average Net Assets                (0.39)%       (0.86)%       (1.27)%       (1.19)%        0.40 %
Portfolio turnover rate                                           41.99 %       20.41 %        9.28 %        6.78 %       15.46 %


(a) Total return does not reflect payment of a sales charge.
                                                                                                  See Notes to Financial Statements















               (This page was intentionally left blank.)
















WISDOM FUND

Notes to Financial Statements
________________________________________________________________________________

1.   Organization    and   Significant    exchange   on  which   the   portfolio
     Accounting Policies                  security is principally  traded closes
                                          early or if trading of the  particular
The  Wisdom  Fund  (the  "Fund")  is a    portfolio  security  is halted  during
series  fund.  The Fund is part of The    the day and does not  resume  prior to
New Providence  Investment  Trust (the    the    Fund's    net    asset    value
"Trust"),  which  was  organized  as a    calculation)   or  which   cannot   be
Massachusetts  business  trust  and is    accurately  valued  using  the  Fund's
registered    under   the   Investment    normal  pricing  procedures are valued
Company Act of 1940 (the "1940  Act"),    at fair  value as  determined  in good
as   amended,    as   an    open-ended    faith under  policies  approved by the
management   investment  company.  The    Trustees. A portfolio security's "fair
Fund is classified as  diversified  as    value" price may differ from the price
defined in the 1940 Act.                  next   available  for  that  portfolio
                                          security   using  the  Fund's   normal
The Wisdom Fund  commenced  operations    pricing     procedures.     Investment
February  16,  1999.   The  investment    companies  are  valued  at  net  asset
objective  of  the  Fund  is  to  seek    value.  Instruments with maturities of
maximum  total  returns  consisting of    60  days  or  less   are   valued   at
any     combination     of     capital    amortized  cost,  which   approximates
appreciation, realized and unrealized,    market value.
and   income   under  the   constantly
varying market conditions.                Investment Transactions and Investment
                                          Income
The  Board of  Trustees  of the  Trust    Investment  transactions are accounted
(the "Trustees")  approved, on October    for as of the date  purchased  or sold
7, 1999, a plan to  authorize  two new    (trade  date).   Dividend   income  is
classes of shares  designated as Class    recorded  on  the  ex-dividend   date.
B  Shares  and  Class  C  Shares.   On    Certain    dividends    from   foreign
November 16, 1999,  the Class B Shares    securities will be recorded as soon as
and Class C Shares  became  effective.    the Trust is informed of the  dividend
The Fund has an  unlimited  number  of    if  such   information   is   obtained
authorized  shares,  which are divided    subsequent  to the  ex-dividend  date.
into  four  classes  -   Institutional    Interest  income  is  recorded  on the
Class Shares,  Investor  Class Shares,    accrual     basis     and     includes
Class B Shares and Class C Shares.        amortization    of    discounts    and
                                          premiums.   Gains   and   losses   are
Each class of shares has equal  rights    determined  on  the  identified   cost
as to  assets  of the  Fund,  and  the    basis, which is the same base used for
classes  are   identical   except  for    federal income tax purposes.
differences   in  their  sales  charge
structures  and  ongoing  distribution    Expenses
and  service  fees.  Income,  expenses    The  Fund  bears   expenses   incurred
(other than  distribution  and service    specifically  on its behalf as well as
fees,  which are not  attributable  to    a portion of general  expenses,  which
the Institutional  Class Shares),  and    are  allocated  according  to  methods
realized  and   unrealized   gains  or    approved annually by the Trustees.
losses on investments are allocated to
each  class of shares  based  upon its    Foreign Currency Translation
relative net assets.  All classes have    Portfolio  securities and other assets
equal voting privileges,  except where    and liabilities denominated in foreign
otherwise  required by law or when the    currencies  are  translated  into U.S.
Trustees  determine that the matter to    dollars  based on the exchange rate of
be voted on affects only the interests    such currencies  against U.S.  dollars
of the  shareholders  of a  particular    on the  date of  valuation.  Purchases
class.                                    and  sales of  securities  and  income
                                          items     denominated    in    foreign
The following accounting policies have    currencies  are  translated  into U.S.
been consistently followed by the Fund    dollars at the exchange rate in effect
and are in conformity  with accounting    on the transaction date.
principles  generally  accepted in the
United   States  of   America  in  the    The Fund  does not  separately  report
investment company industry.              the   effect  of  changes  in  foreign
                                          exchange  rates from changes in market
Investment Valuation                      prices  on   securities   held.   Such
The Fund's  investments  in securities    changes are  included in net  realized
are   carried  at  value.   Securities    and  unrealized   gain  or  loss  from
listed on an  exchange  or quoted on a    investments.
national  market  system are valued at
the last  sales  price as of 4:00 p.m.    Realized  foreign  exchange  gains  or
Eastern Time. Other securities  traded    losses  arise  from  sales of  foreign
in  the  over-the-counter  market  and    currencies,  currency  gains or losses
listed  securities  for  which no sale    realized   between   the   trade   and
was  reported  on that date are valued    settlement    dates   on    securities
at  the   most   recent   bid   price.    transactions    and   the   difference
Securities   and   assets   for  which    between   the   recorded   amounts  of
representative  market  quotations are    dividends, interest, and foreign
not readily  available  (e.g.,  if the

                                                                     (Continued)


WISDOM FUND

Notes to Financial Statements
________________________________________________________________________________

withholding taxes, and the U.S. dollar    others   that   provide   for  general
equivalent  of  the  amounts  actually    indemnifications.  The Fund's  maximum
received  or  paid.   Net   unrealized    exposure under these  arrangements  is
foreign   exchange  gains  and  losses    unknown,  as this would involve future
arise from changes in foreign exchange    claims  that may be made  against  the
rates on  foreign  denominated  assets    Fund.  The  Fund  expects  the risk of
and liabilities other than investments    loss to be remote.
in  securities  held at the end of the
reporting period.                         Proxy   Voting   Policies  and  Voting
                                          Record (Unaudited)
Restricted Security Transactions          A copy of the Trust's Proxy Voting and
Restricted securities held by the Fund    Disclosure  Policy  and the  Advisor's
may  not  be  sold  unless  registered    Proxy Voting and Disclosure Policy are
pursuant to an effective  registration    included  as  Appendix B to the Fund's
statement  filed under the  Securities    Statement  of  Additional  Information
Act   of   1933,   as   amended   (the    and is available, without charge, upon
"Securities  Act") or offered pursuant    request,  by  calling  1-800-773-3863.
to  an   exemption   from,   or  in  a    Information  regarding  how  the  Fund
transaction   not   subject   to,  the    voted  proxies  relating to  portfolio
registration   requirements   of   the    securities   during  the  most  recent
Securities  Act. The risk of investing    12-month  period ended June 30 will be
in  such   securities   is   generally    available  (1)  without  charge,  upon
greater  than the risk of investing in    request,  by  calling  the Fund at the
the  securities  of  publicly   traded    number  above  and  (2) on  the  SEC's
companies.  Lack of a secondary market    website at http://www.sec.gov.
and resale  restrictions may result in
the  inability  of the  Fund to sell a    Quarterly      Portfolio      Holdings
security  at  a  fair  price  and  may    (Unaudited)
substantially  delay  the  sale of the    The Fund files its  complete  schedule
security   it  seeks   to   sell.   In    of portfolio holdings with the SEC for
addition,  restricted  securities  may    the first and third  quarters  of each
exhibit greater price  volatility than    fiscal  year on Form N-Q.  The  Fund's
securities for which secondary markets    Forms N-Q are  available  on the SEC's
exist.                                    website at http://www.sec.gov. You may
                                          review  and make  copies  at the SEC's
Dividend Distributions                    Public  Reference  Room in Washington,
The Fund may  declare  and  distribute    D.C. You may also obtain  copies after
dividends from net  investment  income    paying a  duplicating  fee by  writing
(if any) quarterly. Distributions from    the SEC's  Public  Reference  Section,
capital  gains (if any) are  generally    Washington,   D.C.  20549-0102  or  by
declared and distributed annually. The    electronic          request         to
Fund  may  also  make  a  supplemental    publicinfo@sec.gov,  or is  available,
distribution  subsequent to the end of    without  charge,   upon  request,   by
its fiscal year.                          calling  the  fund at  1-800-773-3863.
                                          Information  on the  operation  of the
Estimates                                 Public  Reference Room may be obtained
The     preparation    of    financial    by calling the SEC at 202-942-8090.
statements    in    conformity    with
accounting     principles    generally    2.   Agreements
accepted  in  the  United   States  of
America  requires  management  to make    Advisor
estimates and assumptions  that affect    The Fund pays a monthly  advisory  fee
the  amount  of  assets,  liabilities,    to  Atlanta  Investment  Counsel,  LLC
expenses and revenues  reported in the    (the "Advisor")  based upon the annual
financial  statements.  Actual results    rate  of  0.50%  of  the  first   $500
could differ from those estimates.        million  of the Fund's  average  daily
                                          net  assets  and  0.40% of all  assets
Federal Income Taxes                      over $500 million.
No  provision   for  income  taxes  is
included in the accompanying financial    The  Advisor   currently   intends  to
statements,  as the  Fund  intends  to    voluntarily  waive all or a portion of
distribute to shareholders all taxable    its fee and to  reimburse  expenses of
investment  income and realized  gains    the Fund to limit total Fund operating
and otherwise comply with Subchapter M    expenses  to a maximum of 1.75% of the
of   the    Internal    Revenue   Code    average daily net assets of the Fund's
applicable  to  regulated   investment    Institutional  Class Shares,  Investor
companies.                                Class Shares, Class B Shares and Class
                                          C Shares.  There can be no  assurances
Indemnifications                          that  the   foregoing   voluntary  fee
Under   the   Fund's    organizational    waivers   or    reimbursements    will
documents,  its  officers and Trustees    continue.  The  Fund  may,  at a later
are   indemnified    against   certain    date,  reimburse  the  Advisor for the
liabilities   arising   out   of   the    management  fees  waived  or  limited,
performance  of  their  duties  to the    and/or other expenses assumed and paid
Fund.  In  addition,   in  the  normal    by the Advisor pursuant to the Expense
course of  business,  the Fund  enters    Limitation Agreement during any of the
into  contracts with their vendors and    previous five fiscal years
                                                                     (Continued)



WISDOM FUND

Notes to Financial Statements
________________________________________________________________________________

provided  that the Fund has  reached a    Compliance Services
sufficient  asset size to permit  such    The  Nottingham  Compliance  Services,
reimbursement   to  be  made   without    LLC, a fully  owned  affiliate  of the
causing the total annual expense ratio    Nottingham Company,  provides services
of the Fund to exceed 1.75%, as stated    which   assists  the   Trust's   Chief
above.                                    Compliance  Officer in monitoring  and
                                          testing the policies and procedures of
Administrator                             the Trust in relation to  requirements
The Fund pays a monthly administration    under Rule 38a-1 of the Securities and
fee to  The  Nottingham  Company  (the    Exchange   Commission.   It   receives
"Administrator")    based   upon   the    compensation  for this  service  at an
average   daily  net   assets  of  the    annual rate of $7,750.
respective  share class and calculated
at the  annual  rates  as shown in the    Transfer Agent
schedule     provided    below.    The    North Carolina  Shareholder  Services,
Administrator  also  receives a fee to    LLC   ("Transfer   Agent")  serves  as
procure and pay the  custodian for the    transfer,    dividend   paying,    and
funds,   additional  compensation  for    shareholder  servicing  agent  for the
fund   accounting  and   recordkeeping    Fund. It receives compensation for its
service  and  additional  compensation    services   based   upon   a  $15   per
for certain  costs  involved  with the    shareholder  per  year,  subject  to a
daily  valuation of securities  and as    minimum fee of $1,500 per month,  plus
reimbursement     for    out-of-pocket    $500 per  month  for  each  additional
expenses   (which  are  immaterial  in    class of shares.
amount).   A  breakdown  of  these  is
provided below.


                                                                                          
- ---------------------------- ----------------------------- ---------------- ------------------------- -------------------
                                                                                 Fund Accounting
    Administration Fees (a)           Custody Fees               Fund           Asset Based Fees
                                                               Accounting                                   Blue Sky
   Average Net      Annual       Average Net      Annual         Fees        Average Net     Annual      Administration
     Assets          Rate          Assets          Rate        (monthly)       Assets         Rate        Fees (annual)
- ----------------- ---------- ------------------- --------- ---------------- -------------- ---------- -------------------
First $50 Million    0.125%   First $100 Million   0.02%        $4,500        All Assets      0.01%      $150 per state
Next $50 Million     0.100%   Over $100 Million   0.009%
Over $100 Million    0.075%
- ----------------- ---------- ------------------- --------- ---------------- -------------- ---------- -------------------

(a) Subject to a minimum fee of $2,000 per month.

Distributor                               incur  certain  costs,  which  may not
Capital  Investment  Group,  Inc. (the    exceed  0.25% per annum of the average
"Distributor")  serves  as the  Fund's    daily net assets of the Investor Class
principal underwriter and distributor.    Shares  or  1.00%  per  annum  of  the
The  Distributor  receives  any  sales    average  daily net assets of the Class
charges imposed on purchases of shares    B or  Class C  Shares  for  each  year
and  re-allocates  a  portion  of such    elapsed  subsequent to adoption of the
charges  to dealers  through  whom the    Plans,  for payment to the Distributor
sale was  made,  if any.  For the year    and   others   for   items   such   as
ended May 31,  2005,  the  Distributor    advertising     expenses,      selling
retained  sales  charges in the amount    expenses,   commissions,   travel,  or
of $6,111.                                other expenses  reasonably intended to
                                          result  in  sales  of  Investor  Class
Certain  Trustees  and officers of the    Shares,  Class B  Shares  and  Class C
Trust   are  also   officers   of  the    Shares   in  the   Fund   or   support
Advisor,   the   Distributor   or  the    servicing     of    those     classes'
Administrator.                            shareholder    accounts.    The   fund
                                          incurred   $51,562,    $150,596,   and
3.   Distribution and Service Fees        $92,121,  in distribution  and service
                                          fees under the Plans  with  respect to
The Trustees,  including a majority of    Investor Class Shares, Class B Shares,
the Trustees  who are not  "interested    and Class C Shares, respectively,  for
persons"  of the Trust as  defined  in    the fiscal year ended May 31, 2005.
the  Act,  adopted   distribution  and
service  plans  pursuant to Rule 12b-1    4.   Purchases and Sales of Investment
of the Act (the "Plans") applicable to         Securities
the  Investor  Class  Shares,  Class B
Shares  and  Class C  Shares.  The Act    For the year ended May 31,  2005,  the
regulates   the   manner  in  which  a    aggregate   cost  of   purchases   and
regulated   investment   company   may    proceeds   from  sales  of  investment
assume  costs  of   distributing   and    securities    (excluding    short-term
promoting  the sales of its shares and    securities)  are shown in the table on
servicing of its shareholder accounts.    the following page:
The  Plan  provides  that the Fund may
                                                                     (Continued)



WISDOM FUND

Notes to Financial Statements
________________________________________________________________________________

- ----------------- -----------------       losses or  deductions  the Fund may be
    Purchases       Proceeds from         able  to  offset  against  income  and
       of              Sales of           gains  realized in future  years,  and
    Securities        Securities          (3)   unrealized    appreciation    or
- ----------------- -----------------       depreciation    of   investments   for
   $18,469,159       $16,739,874          federal income tax purposes.
- ----------------- -----------------
                                          Accumulated  capital losses  represent
There  were no  purchases  or sales of    net capital loss  carryovers as of May
long-term U.S. Government  Obligations    31,  2005  that  may be  available  to
during the period ended May 31, 2005.     offset future  realized  capital gains
                                          and thereby reduce future taxable gain
5.   Federal Income Tax                   distributions.  For the year ended May
                                          31,  2005,  there  are no  accumulated
The tax components of capital shown in    capital losses.
the  table  on  the   following   page
represent:       (1)      distribution    Other  book  tax  differences  in  the
requirements  the  Fund  must  satisfy    current year primarily consist of post
under the income tax regulations,  (2)    October loss deferrals.


                                                                                          
- ------------------------------- ----------------------- --------------------- ----------------------- ------------------------------
     Undistributed Ordinary          Undistributed       Accumulated Capital     Other Book to Tax
            Income                  Long-Term Gains             Losses              Differences            Net Tax Appreciation
- ------------------------------- ----------------------- --------------------- ----------------------- ------------------------------
             $0                       $1,866,461                 $0                   $8,175                    $7,150,396
- ------------------------------- ----------------------- --------------------- ----------------------- ------------------------------


The aggregate cost of investments  and    are   noted    below.    The   primary
the    composition    of    unrealized    difference   between   book   and  tax
appreciation   and   depreciation   of    appreciation    or   depreciation   of
investment   securities   for  federal    investments    is   wash   sale   loss
income tax purposes as of May 31, 2005    deferrals.


                                                                          
- ------------------------------- ----------------------------------------------- ----------------------------------------------------
      Federal Tax Cost              Aggregate Gross Unrealized Appreciation            Aggregate Gross Unrealized Depreciation
- ------------------------------- ----------------------------------------------- ----------------------------------------------------
        $41,345,220                             $7,696,757                                            $(546,361)
- ------------------------------- ----------------------------------------------- ----------------------------------------------------


The    amount   of    dividends    and    short-term  gains,  deferral  of  wash
distributions   from  net   investment    sale    losses,    foreign    currency
income and net realized  capital gains    transactions,  net  investment  losses
are  determined  in  accordance   with    and   capital   loss   carry-forwards.
federal income tax  regulations  which    Certain permanent  differences such as
may  differ  from  generally  accepted    tax   returns  of   capital   and  net
accounting      principles.      These    investment  losses,  if any,  would be
differences   are  due  to   differing    classified against capital.
treatments   for  items  such  as  net


                                                                                                
____________________________________________________________________________________________________________________________________
                                                                 Distributions from

                                                               Long-Term Capital        Tax Return of           Net Investment
For the fiscal year ended              Ordinary Income              Gains                   Capital                    Loss
- ----------------------------------- ----------------------- ----------------------- ----------------------- ------------------------
May 31, 2005                                 $0                   $682,121                   $0                        $0
- ----------------------------------- ----------------------- ----------------------- ----------------------- ------------------------
May 31, 2004                                 $0                      $0                      $0                        $0
- ----------------------------------- ----------------------- ----------------------- ----------------------- ------------------------


6. Capital Share Transactions


                                                                                                    
____________________________________________________________________________________________________________________________________
For the Years ended May 31,                               Institutional Class                          Investor Class
                                                      2005                  2004                 2005                  2004
- ---------------------------------------------- -------------------- --------------------- -------------------- ---------------------
Transactions in Fund Shares
        Shares sold                                  18,062                50,016              289,599                599,999
        Reinvested distributions                      5,065                     0               20,312                      0
        Shares repurchased                          (17,562)              (49,270)            (417,343)              (271,446)
Net Increase (Decrease) in Capital Share
Transactions                                          5,565                   746             (107,432)               328,553
Shares Outstanding, Beginning of Year               381,177               380,431            1,574,345              1,245,792
Shares Outstanding, End of Year                     386,742               381,177            1,466,913              1,574,345
- ---------------------------------------------- -------------------- --------------------- -------------------- ---------------------

                                                                     (Continued)



WISDOM FUND

Notes to Financial Statements
________________________________________________________________________________

6.  Capital Share  Transactions -(Continued)

                                                                                                   
____________________________________________________________________________________________________________________________________
For the Years ended May 31,                                        Class B                                   Class C
                                                        2005                  2004                 2005                  2004
- ---------------------------------------------- -------------------- --------------------- -------------------- ---------------------
Transactions in Fund Shares
        Shares sold                                   88,251               222,576              145,631               227,578
        Reinvested distributions                      16,025                     0                9,479                     0
        Shares repurchased                          (158,165)             (183,265)             (98,651)              (38,040)
Net (Decrease) Increase in Capital Share
Transactions                                         (53,889)               39,311               56,459               189,538
Shares Outstanding, Beginning of Year              1,206,269             1,166,958              701,203               511,666
Shares Outstanding, End of Year                    1,152,380             1,206,269              757,662               701,203
- ---------------------------------------------- -------------------- --------------------- -------------------- ---------------------


















                                                                     (Continued)





WISDOM FUND

Additional Information (Unaudited)
________________________________________________________________________________

7.  Information   about  Trustees  and    Statement of Additional Information of
Officers                                  the    Fund    includes     additional
                                          information   about  the  Trustee  and
The  business  and affairs of the Fund    officers  and  is  available,  without
and the  Trust are  managed  under the    charge,  upon  request by calling  the
direction of the Trustees. Information    Fund toll-free at 1-800-773-3863.  The
concerning the Trustee and officers of    address of each  Trustee and  officer,
the Trust and Fund is set forth below.    unless  otherwise  indicated below, is
Generally,  each  Trustee  and officer    116  South  Franklin   Street,   Rocky
serves  an  indefinite  term or  until    Mount,   North  Carolina  27804.   The
certain  circumstances  such as  their    Trustee       received       aggregate
resignation,  death,  or  otherwise as    compensation   of  $3,250  during  the
specified      in     the      Trust's    fiscal  year  ended May 31,  2005 from
organizational  documents. Any Trustee    the Fund for his  services to the Fund
may  be   removed   at  a  meeting  of    and  Trust.   The   officers  did  not
shareholders  by a  vote  meeting  the    receive compensation from the Fund for
requirements     of    the     Trust's    their services to the Fund and Trust.
organizational      documents.     The


                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                                                      Portfolios
                                                                                       in Fund
                        Position(s)  Length                                            Complex
   Name, Address,        held with   of Time          Principal Occupation(s)          Overseen       Other Directorships Held by
      And Age           Fund/Trust   Served            During Past 5 Years            by Trustee                Trustee
- ---------------------- ------------ --------- -------------------------------------- ------------- ---------------------------------
                                                            Independent Trustee
- ---------------------- ------------ --------- -------------------------------------- ------------- ---------------------------------
Jack E. Brinson, 73       Trustee     Since      Retired; Previously, President of         1       Independent   Trustee  -  Gardner
                                      1997       Brinson  Investment Co. (personal                 Lewis  Investment  Trust  for the
                                                 investments)   and  President  of                 three  series of that trust;  The
                                                 Brinson  Chevrolet,   Inc.  (auto                 Nottingham  Investment  Trust  II
                                                 dealership)                                       for the six series of that trust;
                                                                                                   Hillman    Capital     Management
                                                                                                   Investment   Trust  for  the  two
                                                                                                   series     of     that     trust;
                                                                                                   MurphyMorris Investment Trust and
                                                                                                   its one  series;  de  Leon  Funds
                                                                                                   Trust for the one  series of that
                                                                                                   trust;  Tilson  Investment  Trust
                                                                                                   for the two series of that trust;
                                                                                                   and The Piedmont Investment Trust
                                                                                                   for the one  series of that trust
                                                                                                   (all    registered     investment
                                                                                                   companies)
- ---------------------- ------------ --------- -------------------------------------- ------------- ---------------------------------
                                                                  Officers
- ---------------------- ------------ --------- -------------------------------------- ------------- ---------------------------------
C. Douglas Davenport,   President,    Since   President  (since  1998)  of  Atlanta      n/a                     n/a
54                      Treasurer,    2003    Investment  Counsel,  LLC (Adviser of
Atlanta Investment      Principal             the  Fund);  previously,  stockbroker
Counsel,LLC             Executive             at Lehman Brothers
3717 Haddon Hall Road,  Officer,
NW, Suite 200           and
Atlanta, GA  30327      Principal
                        Financial
                        Officer
- ---------------------- ------------ --------- -------------------------------------- ------------- ---------------------------------
Julian G. Winters, 36   Secretary    Since     Vice President-Compliance                 n/a                     n/a
                        and          2004      Administration (since 1998) of The
                        Assistant              Nottingham Company
                        Treasurer
- ---------------------- ------------ --------- -------------------------------------- ------------- ---------------------------------
Tracey L. Hendricks,    Assistant    Since     Vice President of Financial               n/a                     n/a
37                      Secretary    2004      Reporting, Tax, Internal Audit, and
                                               Compliance of The Nottingham
                                               Company  (Administrator to the Fund)
                                               since 2004; previously, Vice
                                               President of Special Projects of The
                                               Nottingham Company from 2000 to 2004
- ---------------------- ------------ --------- -------------------------------------- ------------- ---------------------------------












                (This page was intentionally left blank.)










Deloitte
                                                 Deloitte & Touche LLP
                                                 Two World Financial Center
                                                 New York, NY  10281-1414
                                                 USA

                                                 Tel: +1 212 436 2000
                                                 Fax: +1 212 436 5000
                                                 www.deloitte.com


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of New Providence  Investment  Trust and Shareholders
     of Wisdom Fund:

We have audited the  accompanying  statement of assets and liabilities of Wisdom
Fund (the "Fund"),  including the portfolio of investments,  as of May 31, 2005,
and the related statements of operations for the year then ended, the statements
of changes in net assets for each of the two years in the year then  ended,  and
the  financial  highlights  for each of the five  years in the year then  ended.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial  statements and financial highlights based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  The Fund
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Fund's internal control over
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  Our procedures included confirmation
of securities owned as of May 31, 2005, by correspondence with the custodian and
brokers.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects, the financial position of Wisdom
Fund as of May 31, 2005,  the results of its operations for the year then ended,
the  changes in its net assets for each of the two years in the year then ended,
and the financial  highlights for each of the five years in the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.

/s/ Deloitte & Touche LLP

July 8, 2005

                                                       Member of
                                                       Deloitte Touche Tohmatsu



________________________________________________________________________________

                                   WISDOM FUND
________________________________________________________________________________


                 a series of the New Providence Investment Trust
























                        This Report has been prepared for
                     shareholders and may be distributed to
                    others only if preceded or accompanied by
                              a current prospectus.



Item 2. CODE OF ETHICS.

(a)    The registrant,  as of the end of the period covered by this report,  has
       adopted a code of ethics that applies to its Principal Executive Officer,
       Principal  Financial Officer,  and Principal  Accounting  Officer(s),  or
       persons  performing  similar  functions,   regardless  of  whether  these
       individuals are employed by the registrant or a third party.

(c)    There have been no amendments during the period covered by this report.

(d)    The registrant has not granted, during the period covered by this report,
       any waivers, including an implicit waiver.

(f)(1) A copy of the code of ethics that applies to the  registrant's  Principal
       Executive  Officer and Principal  Financial  Officer is filed pursuant to
       Item 12(a)(1) below.


Item 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(a)(1) The registrant does not have an audit committee  financial expert serving
       on its audit committee.

(a)(2) Not applicable.

(a)(3) At this time,  the  registrant  believes that the  collective  experience
       provided  by the  members  of the  audit  committee  together  offer  the
       registrant  adequate  oversight for the  registrant's  level of financial
       complexity.


Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)    Audit Fees - Audit fees billed to the  registrant for the last two fiscal
       years are described in the table below. These amounts represent aggregate
       fees billed by the registrant's independent accountant, Deloitte & Touche
       LLP   ("Accountant"),   in  connection  with  the  annual  audit  of  the
       registrant's  financial  statements and for services normally provided by
       the Accountant in connection with statutory and regulatory filings.

        ----------------------------------- -------------- -------------
                     Fund                        2004          2005
        ----------------------------------- -------------- -------------
                  Wisdom Fund                 $ 10,500       $ 14,000
        ----------------------------------- -------------- -------------


(b)    Audit-Related  Fees - There were no additional  fees billed in the fiscal
       years ended May 31, 2004 or 2005 for  assurance  and related  services by
       the Accountant  that were  reasonably  related to the  performance of the
       audit of the  registrant's  financial  statements  that were not reported
       under paragraph (a) of this Item.

(c)    Tax  Fees - The  tax  fees  billed  in the  last  two  fiscal  years  for
       professional services rendered by the Accountant for tax compliance,  tax
       advice, and tax planning are described in the table below. These services
       were for the  completion  of the fund's  federal,  state,  and excise tax
       returns.

        ----------------------------------- -------------- -------------
                     Fund                        2004          2005
        ----------------------------------- -------------- -------------
                  Wisdom Fund                  $ 4,875       $ 4,900
        ----------------------------------- -------------- -------------

(d)    All Other Fees -There were no other fees billed by the Accountant,  which
       were not  disclosed  in Items (a) through  (c) above  during the last two
       fiscal years.

(e)(1) The  registrant's  board of trustees  pre-approved  the engagement of the
       Accountant for the last two fiscal years at audit  committee  meetings of
       the board of trustees  called for such purpose and will  pre-approve  the
       Accountant for each fiscal year  thereafter at audit  committee  meetings
       called for such purpose.  The charter of the audit committee  states that
       the audit  committee  should  pre-approve  any audit  services  and, when
       appropriate,  evaluate and pre-approve any non-audit services provided by
       the Accountant to the registrant and to  pre-approve,  when  appropriate,
       any non-audit  services  provided by the  Accountant to the  registrant's
       investment adviser,  or any entity  controlling,  controlled by, or under
       common control with the investment adviser that provides ongoing services
       to the  registrant if the engagement  relates  directly to the operations
       and financial reporting of the registrant.

   (2) There were no services as described in each of paragraph  (b) through (d)
       of this Item that  were  approved  by the  audit  committee  pursuant  to
       paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)    Not Applicable.

(g)    There  were no  non-audit  fees  billed by the  Accountant  for  services
       rendered to the registrant,  the registrant's  investment adviser, or any
       other entity controlling, controlled by, or under common control with the
       registrant's investment adviser.

(h)    Not applicable.




Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

       Not applicable.


Item 6. SCHEDULE OF INVESTMENTS.

       A copy of the schedule of investments of  unaffiliated  issuers as of the
       close of the  reporting  period  is  included  as part of the  report  to
       shareholders filed under Item 1 of this Form N-CSR.


Item 7. DISCLOSURE  OF  PROXY  VOTING  POLICIES AND  PROCEDURES  FOR  CLOSED-END
        MANAGEMENT INVESTMENT COMPANIES.

       Not applicable.


Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

       Not applicable.


Item 9. PURCHASES  OF  EQUITY  SECURITIES  BY CLOSED-END  MANAGEMENT  INVESTMENT
        COMPANY AND AFFILIATED PURCHASERS.

       Not applicable.


Item 10.SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

       None.


Item 11.CONTROLS AND PROCEDURES.

(a)    The  registrant's  principal  executive  officer and principal  financial
       officer have  concluded  that the  registrant's  disclosure  controls and
       procedures are effective  based on their  evaluation of these  disclosure
       controls and procedures as of a date within 90 days of the filing of this
       report.

(b)    There were no changes in the registrant's internal control over financial
       reporting that occurred during the registrant's  second fiscal quarter of



       the period covered by this report that have materially  affected,  or are
       reasonably likely to materially affect, the registrant's internal control
       over financial reporting.


Item 12.EXHIBITS.

(a)(1) Code of Ethics  required  by Item 2 of Form  N-CSR is filed  herewith  as
       Exhibit 12.(a)(1).

(a)(2) Certifications  required  by Item  12.(a)(2)  of  Form  N-CSR  are  filed
       herewith as Exhibit 12.(a)(2).


(a)(3) Not applicable.

(b)    Certifications  required by Item 12.(b) of Form N-CSR are filed  herewith
       as Exhibit 12.(b).






                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

New Providence Investment Trust


By: (Signature and Title)        /s/ C. Douglas Davenport
                                 ________________________________
                                 C. Douglas Davenport
                                 President, Treasurer, Principal Executive
                                 Officer and Principal Financial Officer


Date: July 20, 2005



Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


By: (Signature and Title)        /s/ C. Douglas Davenport
                                 ________________________________
                                 C. Douglas Davenport
                                 President, Treasurer, Principal Executive
                                 Officer and Principal Financial Officer
                                 New Providence Investment Trust

Date: July 20, 2005