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, 2006 ------------ Item 1. REPORTS TO STOCKHOLDERS. Annual Report 2006 WISDOM FUND May 31, 2006 INSTITUTIONAL CLASS SHARES INVESTOR CLASS SHARES CLASS B SHARES CLASS C SHARES 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. Distributor: Capital Investment Group, Inc., 116 S. Franklin Street, Rocky Mount, NC 27804, Phone 1-800-773-3863 - -------------------------------------------------------------------------------- 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.), 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 1-800-773-3863. The prospectus should be read carefully before investing. - -------------------------------------------------------------------------------- This Annual Report was first distributed to shareholders on or about July 28, 2006. For More Information on Your Wisdom Fund: See Our Web site @ www.wisdomfund.com or Call Our Shareholder Services Group Toll-Free at 1-800-773-3863. WISDOM FUND Annual Report to Shareholders - -------------------------------------------------------------------------------- July 19, 2006 HOW THE WISDOM FUND IS DIFFERENT The Wisdom Fund is a value investor emulating the public and private holdings of Berkshire Hathaway, Inc., managed by Warren Buffett and Charles Munger. We look to buy companies that we understand well and when possible stocks that are trading a substantial discount to our conservative estimate of intrinsic value. It never ceases to amaze us how few investment managers or investors actually adhere to this simple strategy. The concept is simple, but the executions are not. Determining the intrinsic value of a company is very difficult and takes lots of patience and discipline. In this annual report you will find the performance results of the Wisdom Fund since inception. As always, whether performance results are strong or weak, we believe the longer the measuring period, the more meaningful the record. - --------------------------------------------------------------------------------------------------------- Performance as of May 31, 2006 - --------------------------------------------------------------------------------------------------------- Since Since One Three Five Inception Inception Year Year Year 02/16/1999 11/16/1999 - --------------------------------------------------------------------------------------------------------- Wisdom Fund Institutional Class Shares 2.63% 7.16% 5.03% 5.04% N/A Investor Class Shares 2.36% 6.89% 4.76% 4.76% N/A Class B Shares 1.66% 6.11% 3.99% N/A 4.19% Class C Shares 1.60% 6.13% 4.00% N/A 4.20% S&P 500 Total Return Index 8.64% 11.64% 1.96% 1.89% (0.11)% Dow Jones Industrial Average 6.70% 8.06% 0.47% 2.55% 0.33% Performance shown is for the period ended May 31, 2006. The performance information quoted above 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. To obtain more current performance data regarding the Fund, including performance data current to the Fund's most recent month-end, please call (800) 773-3863. Current performance may be lower or higher than the performance data quoted. A maximum contingent deferred sales charge of 1% may be imposed on Class C Shares. A maximum contingent deferred sales charge of 4% may be imposed on Class B Shares. The performance data quoted above does not reflect the deduction of the sales charge and if reflected, the sales charge would reduce the performance quoted. The prospectus contains this and other information about the Fund. - -------------------------------------------------------------------------------- The fund has out-performed the Dow Jones Industrial Average and the Standard and Poor 500 Index since our inception in February of 1999 and for the last 5 years ending May 31, 2006. The fund underperformed those indices for the last one and three year period. The main reason for the recent under-performance is the high level of money market instruments held by the fund. The indices hold no cash. We have held these short-term cash investments because Berkshire Hathaway holds these investments also. Many of our fund's holdings can be described as "businesses whose values went up while their stock prices went down". This would include such well-known names in the portfolio as Coca-Cola, Wal-Mart, Home Depot, Comcast, Washington Post, Anheuser-Busch, William Wrigley and White Mountains Insurance. Many of the giants of American industry are selling at historically low valuations in today's market based on their P/E ratios. There are several reasons for this. One reason that stands out is the capital flow out of the above portfolio companies and into companies in the more popular sectors of the market like energy, real estate, emerging market stocks and small cap stocks, etc. Wisdom Fund Annual Report to Shareholders - -------------------------------------------------------------------------------- We believe that this a rare opportunity to acquire some great companies at very reasonable prices. The companies will continue to grow their earnings and investors will eventually come back to invest in them once again. The fund's portfolio is comprised of companies with strong balance sheets and managements that are flexible enough to deal with both favorable and hostile business environments. While we can offer no prediction about where the market is headed, we are very optimistic about the long-term prospects for the companies in the fund. We invest with a multi-year investment horizon rather focusing on the month or quarter ahead. The following are the major characteristics of our work. The fund's objective is to invest as closely as possible to those of Berkshire Hathaway. The following are the major characteristics of this work. o We tend to buy what's out of favor rather than what's popular, o We focus on the intrinsic value of companies and buy when we are convinced we have a sufficient discount to intrinsic value, o We understand that beating the market requires having a portfolio that looks quite different from the market and we recognize that truly great investment ideas are rare. So we invest heavily in our best ideas rather than hide behind the "safety" of closet indexing, o We are focused on avoiding permanent losses and on absolute returns, rather than focusing on relative returns and outperforming a benchmark, o We invest with a multi-year time horizon rather than focusing on the quarter ahead, o We do not act solely on the work of Wall Street analysts, o We do not attempt to predict the direction of interest rates, the price of oil, the direction of the economy, etc..., o We cast a wide net, seeking undervalued securities across all industries, and types and sizes of companies, rather than accepting artificial "style-box" limitations on market capitalization or other criteria, o We make our own decisions and are willing to be held accountable for them rather than seek safety in whatever everyone is buying or decision-making-by-committee, o We admit all mistakes and seek to learn from them, rather than credit for successes and attributing failures to bad luck, o We buy the same publicly traded securities that Berkshire buys and in the same percentages. We do so as soon as we learn of Berkshire's purchases, o When Berkshire buys a privately-held company, we purchase the best publicly traded proxy (Mohawk Industries for Berkshire's Shaw Industries for example), o We sell when Berkshire sells. However, that occurs infrequently. We sell the proxies for only 2 reasons: valuation, and poor fundamental performance, o And last, Buffett's style and ours does not limit the types of securities we will buy. It just limits what we will pay for them. o Top ten holdings as of June 1: Coca-Cola-10%, American Express-6.3%, Proctor & Gamble-7%, Wells Fargo-5.3%, Markel Insurance-5.5%, White Mountains Insurance-5.2%, Allstate Insurance-5.0%, Mohawk Industries-4.3%, Washington Post-4.3% and Chubb Insurance-4%. Top ten holdings represent 52.6% of the fund's portfolio. 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 (Unaudited) For the period from February 16, 1999 (Date of Initial Public Investment) to May 31, 2006 - ----------------------------------------------------------------------------------------------------------------------------- Wisdom Fund S&P 500 Performance Returns for the periods ended May 31, 2006 Institutional Class Total Return ---------------------------------------------------------------- Shares 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 2.63% 5.03% 5.04% 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 24,019 Investment Returns Inception* Investment 5/31/2003 29,082 20,591 ---------------------------------------------------------------- 5/31/2004 33,005 24,365 Institutional Class Shares 43.15% $35,788 5/31/2005 34,871 26,372 ---------------------------------------------------------------- 5/31/2006 35,788 28,649 S&P 500 Total Return Index 14.60% $28,649 ---------------------------------------------------------------- *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 (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur ongoing costs, including management 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. Beginning Account Value Ending Account Value Expenses Paid During Expense Example December 1, 2005 May 31, 2006 Period* - ------------------------------------------------------------------------------------------------------------------ Actual $1,000.00 $1,002.70 $6.39 - ------------------------------------------------------------------------------------------------------------------ Hypothetical (5%annual return before expenses) $1,000.00 $1,018.55 $6.44 - ------------------------------------------------------------------------------------------------------------------ * Actual expenses are based on expenses incurred in the most recent six-month period. The Fund's annualized six-month expense ratio is 1.28%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period.) WISDOM FUND INVESTOR CLASS SHARES Performance Update - $10,000 Investment (Unaudited) For the period from February 16, 1999 (Date of Initial Public Investment) to May 31, 2006 - ----------------------------------------------------------------------------------------------------------------------------------- Wisdom Fund S&P 500 Total Performance Returns for the periods ended May 31, 2006 Investor Class Shares Total Return Index ----------------------------------------------------------------- --------------------- ------------------ Average Annual Total One Five Since 2/16/1999 $ 9,425 $ 10,000 Returns Year Year Inception* 5/31/1999 9,370 10,523 ----------------------------------------------------------------- 5/31/2000 9,498 11,625 Investor Class Shares - No 5/31/2001 10,487 10,399 Sales Load 2.36% 4.76% 4.76% 5/31/2002 11,281 8,959 ----------------------------------------------------------------- 5/31/2003 10,832 8,236 Investor Class Shares - 5.75% 5/31/2004 12,266 9,746 Maximum Sales Load (3.52)% 3.52% 3.91% 5/31/2005 12,924 10,549 ----------------------------------------------------------------- 5/31/2006 13,229 11,460 Cumulative Total Since Final Value of $10,000 Investment Returns Inception* Investment ----------------------------------------------------------------- Investor Class Shares - No No Sales Load 40.36% $14,036 ----------------------------------------------------------------- Investor Class Shares - 5.75% Maximum Sales Load 32.29% $13,229 ----------------------------------------------------------------- S&P 500 Total Return Index 14.60% $11,460 ----------------------------------------------------------------- *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 (Unaudited) - -------------------------------------------------------------------------------- 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 December 1, 2005 May 31, 2006 Period* - -------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,001.42 $7.63 - -------------------------------------------------------------------------------------------------------------------- Hypothetical (5%annual return before expenses) $1,000.00 $1,017.30 $7.70 - -------------------------------------------------------------------------------------------------------------------- * Actual expenses are based on expenses incurred in the most recent six-month period. The Fund's annualized six-month expense ratio is 1.53%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period.) WISDOM FUND CLASS B SHARES Performance Update - $10,000 Investment (Unaudited) For the period from November 16, 1999 (Date of Initial Public Investment) to May 31, 2006 - ------------------------------------------------------------------------------------------------------------------------------------ Wisdom Fund S&P 500 Performance Returns for the periods ended May 31, 2006 Class B Shares Total Return Index ----------------------------------------------------------------- -------------- ------------------ Average Annual Total One Five Since 11/16/1999 $ 10,000 $ 10,000 Returns Year Year Inception* 5/31/2000 9,815 10,070 ----------------------------------------------------------------- 5/31/2001 10,757 9,007 Class B Shares - 5/31/2002 11,479 7,760 No Sales Charge 1.66% 3.99% 4.19% 5/31/2003 10,950 7,134 ----------------------------------------------------------------- 5/31/2004 12,308 8,442 Class B Shares - 5/31/2005 12,869 9,137 Maximum Sales Charge (2.16)% 3.82% 4.19% 5/31/2006 13,084 9,926 ----------------------------------------------------------------- Cumulative Total Since Final Value of $10,000 Investment Returns Inception* Investment ----------------------------------------------------------------- Class B Shares - 30.84% $13,084 No Sales Load ----------------------------------------------------------------- S&P 500 Total Return Index (0.74)% $9,926 ----------------------------------------------------------------- *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 table above includes the maximum contingent deferred sales charge ("CDSC") corresponding to the length of time that the investment as 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 (Unaudited) - -------------------------------------------------------------------------------- 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 December 1, 2005 May 31, 2006 Period* - ------------------------------------------------------------------------------------------------------------------------ Actual $1,000.00 $997.80 $11.36 - ------------------------------------------------------------------------------------------------------------------------ Hypothetical (5%annual return beforeexpenses) $1,000.00 $1,013.56 $11.45 - ------------------------------------------------------------------------------------------------------------------------ * Actual expenses are based on expenses incurred in the most recent six-month period. The Fund's annualized six-month expense ratio is 2.28%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period.) WISDOM FUND CLASS C SHARES Performance Update - $10,000 Investment (Unaudited) For the period from November 16, 1999 (Date of Initial Public Investment) to May 31, 2006 - ---------------------------------------------------------------------------------------------------------------------------- Wisdom Fund S&P 500 Performance Returns for the periods ended May 31, 2006 Class C Shares Total Return Index ---------------------------------------------------------------- -------------- ------------------ Average Annual Total One Five Since 11/16/1999 $ 10,000 $ 10,000 Returns Year Year Inception* 5/31/2000 9,814 10,070 ---------------------------------------------------------------- 5/31/2001 10,760 9,007 Class C Shares - 5/31/2002 11,480 7,760 No Sales Charge 1.60% 4.00% 4.20% 5/31/2003 10,953 7,134 ---------------------------------------------------------------- 5/31/2004 12,316 8,442 Cumulative Total Since Final Value of $10,000 5/31/2005 12,886 9,137 Investment Returns Inception* Investment 5/31/2006 13,092 9,926 ---------------------------------------------------------------- Class C Shares 30.92% $13,092 ---------------------------------------------------------------- S&P 500 Total Return Index (0.74)% $ 9,926 ---------------------------------------------------------------- *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 (Unaudited) - -------------------------------------------------------------------------------- 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 December 1, 2005 May 31, 2006 Period* - ------------------------------------------------------------------------------------------------------------------------ Actual $1,000.00 $998.05 $11.36 - ------------------------------------------------------------------------------------------------------------------------ Hypothetical (5%annual return before expenses) $1,000.00 $1,013.56 $11.45 - ------------------------------------------------------------------------------------------------------------------------ * Actual expenses are based on expenses incurred in the most recent six-month period. The Fund's annualized six-month expense ratio is 2.28%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period.) WISDOM FUND Schedule of Investments As of May 31, 2006 - ------------------------------------------------------------------------------------------------------------------------------------ Market Value Market Value Shares (Note 1) Shares (Note 1) - --------------------------------------------------------------- ------------------------------------------------------------------ COMMON STOCKS - 98.35% Foods - 4.02% u Cadbury Schweppes PLC 9,500 $ 366,130 Apparel - 0.80% * Dean Foods Company 2,000 71,400 Nike, Inc., Cl. B 3,600 $ 289,116 Sysco Corporation 8,666 265,006 ----------- Whole Foods Market Inc. 3,000 195,000 WM Wrigley Jr. Company 9,800 448,056 Banks - 5.99% WM Wrigley Jr. Company, Cl. B 2,450 111,597 M & T Bank Corporation 2,030 233,653 ----------- Wells Fargo Company 29,222 1,939,464 1,457,189 ----------- ----------- 2,173,117 Hand/Machine Tools - 0.49% ----------- Kennametal Inc. 3,000 179,400 Beverages - 12.68% ----------- Anheuser-Busch Companies, Inc. 10,700 488,348 Health Care Services - 0.00% Coca-Cola Company 81,930 3,607,378 * Five Star Quality Care, Inc. 4 41 u Diageo PLC 3,000 198,570 ----------- PepsiCo Inc. 5,000 302,300 ----------- Home Builders - 0.22% 4,596,596 * Champion Enterprises, Inc. 6,700 79,730 ----------- ----------- Building Materials - 0.72% American Standard Comp. Inc. 6,190 263,013 Housewares - 0.08% ----------- Lifetime Brands Inc. 1,000 27,700 ----------- Chemicals - 1.33% The Sherwin-Williams Company 9,970 482,249 Insurance - Multiline - 7.92% ----------- American International Group, Inc. 12,150 738,720 Commercial Services - 3.02% Hartford Financial Services Aaron Rents, Inc. 6,000 162,000 Group Inc. 3,000 263,820 H & R Block Inc. 1,000 22,750 The Allstate Corporation 33,250 1,829,082 * Iron Mountain, Inc. 2,850 105,279 Torchmark Corp. 700 41,216 Moody's Corporation 14,410 753,643 ----------- The ServiceMaster Company 4,600 49,680 2,872,838 ----------- ----------- 1,093,352 Insurance - Property & Casualty - 16.31% ----------- * Markel Corporation 5,900 1,992,725 Computers - 0.16% * Philadelphia Consolidated * Lexmark International, Inc., Cl. A 1,000 57,250 Holdings Corp. 7,500 248,625 ----------- The Chubb Corporation 32,800 1,657,384 Wesco Financial Corporation 386 153,860 Cosmetics & Personal Care - 6.92% White Mountains Ins. Group Ltd. 3,500 1,863,960 Procter & Gamble 46,295 2,511,504 ----------- ----------- 5,916,554 ----------- Diversified Financial Services - 6.26% Internet - 0.25% American Express Company 41,750 2,269,530 * Blue Nile Inc. 3,000 89,700 ----------- ----------- Electric - 4.87% Media - 6.04% * Allegheny Energy, Inc. 15,400 561,638 * Comcast Corporation, Cl. A 12,500 401,625 Constellation Energy Group, Inc. 3,800 196,460 Gannett Company, Inc. 4,298 232,135 Duke Energy Corporation 12,500 352,750 The Washington Post FPL Group, Inc. 11,800 469,994 Company, Cl. B 1,920 1,556,928 The Southern Company 5,800 185,426 ----------- ----------- 2,190,688 1,766,268 ----------- ----------- (Continued) WISDOM FUND Schedule of Investments As of May 31, 2006 - ------------------------------------------------------------------------------------------------------------------------------------ Market Value Market Value Shares (Note 1) Shares (Note 1) - ---------------------------------------------------------------- ----------------------------------------------------------------- COMMON STOCKS - (Continued) MONEY MARKET FUND - 1.68% Merrimac Cash Series Trust Miscellaneous Manufacturer - 0.26% Total Money Market (Cost $608,367) $ 608,367 Tyco International Ltd. 3,500 $ 94,885 ------------ ----------- Oil & Gas - 2.93% Total Investments Canadian Natural Resources Ltd. 1,000 53,740 (Cost $30,527,556) - 100.16% $ 36,320,221 Chesapeake Energy Corp. 6,000 183,540 Liabilities in Excess of Other Assets - (0.16)% (57,053) Cimarex Energy Co. 1,000 40,560 ------------ ConocoPhillips 2,164 136,960 Devon Energy Corp. 1,000 57,360 Net Assets - 100.00% $ 36,263,168 u PetroChina Company Ltd. 3,000 325,800 ============ * Superior Energy Services, Inc. 8,000 263,200 ----------- * Non-income producing investment. 1,061,160 u American Depositary Receipt. ----------- Packaging & Containers - 0.18% Sealed Air Corporation 1,252 64,566 Summary of Investments by Industry ----------- % of Net Pipelines - 3.71% Industry Assets Market Value Kinder Morgan, Inc. 13,400 1,346,432 ---------------------------------------------------------------- ----------- Apparel 0.80% $ 289,116 Banks 5.99% 2,173,117 Retail - 6.94% Beverages 12.68% 4,596,596 * Chico's FAS, Inc. 3,600 107,892 Building Materials 0.72% 263,013 Costco Wholesale Corporation 6,500 344,045 Chemicals 1.33% 482,249 Home Depot Inc. 13,000 495,560 Commercial Services 3.02% 1,093,352 Lowe's Companies, Inc. 5,300 330,084 Computers 0.16% 57,250 McDonald's Corporation 7,000 232,190 Cosmetics & Personal Care 6.92% 2,511,504 OSI Restaurant Partners, Inc. 1,800 66,024 Diversified Financial Services 6.26% 2,269,530 Pier 1 Imports, Inc. 1,000 8,490 Electric 4.87% 1,766,268 The Gap, Inc. 10,000 182,000 Foods 4.02% 1,457,189 Wal-Mart Stores, Inc. 10,100 489,345 Hand/Machine Tools 0.49% 179,400 Yum! Brands, Inc. 5,150 259,560 Health Care Services 0.00% 41 ----------- Home Builders 0.22% 79,730 2,515,190 Housewares 0.08% 27,700 ----------- Insurance - Multiline 7.92% 2,872,838 Software - 1.88% Insurance - Property & Casualty 16.31% 5,916,554 First Data Corporation 14,770 681,045 Internet 0.25% 89,700 ----------- Media 6.04% 2,190,688 Miscellaneous Manufacturer 0.26% 94,885 Textiles - 4.37% Money Market Fund 1.68% 608,367 * Mohawk Industries, Inc. 21,495 1,584,181 Mutual Fund 0.13% 48,560 ----------- Oil & Gas 2.93% 1,061,160 Packaging & Containers 0.18% 64,566 Total Common Stocks (Cost $29,870,214) 35,663,294 Pipelines 3.71% 1,346,432 ----------- Retail 6.94% 2,515,190 Software 1.88% 681,045 MUTUAL FUND - 0.13% Textiles 4.37% 1,584,181 Aberdeen Asia - Pacific Income Fund ---------------------------------------------------------------- (Cost $48,975) 8,000 48,560 Total 100.16% $ 36,320,221 ----------- See Notes to Financial Statements WISDOM FUND Statement of Assets and Liabilities As of May 31, 2006 - ------------------------------------------------------------------------------------------------------------------------------------ Assets: Investments, at value (cost $30,527,556) .............................................................. $36,320,221 Receivables: Fund shares sold ................................................................................. 9,177 Interest and dividends ........................................................................... 56,277 Prepaid expenses ...................................................................................... 41,616 ----------- Total assets .......................................................................................... 36,427,291 ----------- Liabilities: Payables: Fund shares repurchased .......................................................................... 99,699 Accrued expenses ...................................................................................... 64,424 ----------- Total liabilities ..................................................................................... 164,123 ----------- Net Assets .................................................................................................. $36,263,168 =========== Net Assets Consist of: Capital (par value and paid in surplus) ............................................................... $28,794,371 Accumulated net realized gain on investments .......................................................... 1,676,132 Net unrealized appreciation on investments ............................................................ 5,792,665 ----------- Total Net Assets ...................................................................................... $36,263,168 =========== Institutional Class Shares Outstanding, no par value (unlimited shares authorized) .......................... 344,178 Net Assets - Institutional Class Shares ............................................................... $ 4,385,701 Net Asset Value, Maximum Offering Price and Redemption Price Per Share ................................ $ 12.74 Investor Class Shares Outstanding, no par value (unlimited shares authorized) ............................... 876,776 Net Assets - Investor Class Shares .................................................................... $11,060,818 Net Asset Value, Redemption Price Per Share ........................................................... $ 12.62 Maximum Offering Price Per Share (100 / 97 of $12.62) ................................................. $ 13.01 Class B Shares Outstanding, no par value (unlimited shares authorized) ...................................... 1,056,335 Net Assets - Class B Shares ........................................................................... $12,841,744 Net Asset Value, Maximum Offering Price and Redemption Price Per Share ................................ $ 12.16 Class C Shares Outstanding, no par value (unlimited shares authorized) ...................................... 652,553 Net Assets - Class C Shares ........................................................................... $ 7,974,905 Net Asset Value, Maximum Offering Price and Redemption Price Per Share ................................ $ 12.22 See Notes to Financial Statements WISDOM FUND Statement of Operations For the Year ended May 31, 2006 - ------------------------------------------------------------------------------------------------------------------------------------ Investment Income: Interest ............................................................................................... $ 53,033 Dividends .............................................................................................. 906,546 ----------- Total Income ........................................................................................... 959,579 ----------- Expenses: Advisory fees (note 2) ................................................................................. 207,402 Administration fees (note 2) ........................................................................... 51,851 Transfer agent fees (note 2) ........................................................................... 44,271 Fund accounting fees (note 2) .......................................................................... 58,148 Compliance service fees (note 2) ....................................................................... 7,750 Custody fees (note 2) .................................................................................. 12,071 Distribution and service fees - Investor Class Shares (note 3) ......................................... 34,335 Distribution and service fees - Class B Shares (note 3) ................................................ 138,451 Distribution and service fees - Class C Shares (note 3) ................................................ 91,392 Legal fees ............................................................................................. 29,834 Audit and tax preparation fees ......................................................................... 15,761 Registration and filing administration fees (note 2) ................................................... 27,537 Registration and filing expenses ....................................................................... 29,491 Shareholder servicing expenses ......................................................................... 9,465 Printing expenses ...................................................................................... 8,398 Trustee fees and meeting expenses ...................................................................... 5,181 Securities pricing fees ................................................................................ 6,284 Other operating expenses ............................................................................... 15,788 ----------- Total Expenses ......................................................................................... 793,410 ----------- Net Investment Income ........................................................................................ 166,169 ----------- Realized and Unrealized Gain (Loss) on Investments Net realized gain from investment and foreign securities transactions .................................. 2,024,908 Net realized gain from option transactions ............................................................. 31,407 Change in unrealized appreciation on investments and foreign currency translations ..................... (1,358,157 Payment from affiliate (note 2) ........................................................................ 10,752 ----------- Realized and Unrealized Gain on Investments .................................................................. 708,910 ----------- Net Increase in Net Assets Resulting from Operations ......................................................... $ 875,079 =========== See Notes to Financial Statements WISDOM FUND Statements of Changes in Net Assets For the Fiscal Year ended May 31, 2006 2005 - ------------------------------------------------------------------------------------------------------------------------------------ Operations: Net investment income $ 166,169 $ 2,119 Net realized gain from investment and foreign securities transactions 2,067,067 1,837,541 Change in unrealized appreciation on investments and foreign currency translations (1,358,157) 616,822 -------------- ------------ Net Increase in Net Assets Resulting from Operations 875,079 2,456,482 -------------- ------------ Distributions to Shareholders: (note 6) Net investment income Institutional Class Shares (16,352) - Investor Class Shares (52,684) - Class B Shares (61,600) - Class C Shares (36,656) - Net realized gain from investment transactions Institutional Class Shares (242,457) (66,528) Investor Class Shares (719,597) (279,815) Class B Shares (769,728) (209,450) Class C Shares (515,445) (126,328) -------------- ------------ Decrease in Net Assets Resulting from Distributions (2,414,519) (682,121) -------------- ------------ Capital Share Transactions: (note 7) Institutional Class Shares Shares sold 87,742 229,150 Reinvested dividends and distributions 256,342 66,296 Shares repurchased (918,118) (225,257) Investor Class Shares Shares sold 783,538 3,663,038 Reinvested dividends and distributions 719,184 264,457 Shares repurchased (9,203,864) (5,337,005) Class B Shares Shares sold 416,745 1,093,890 Reinvested dividends and distributions 806,990 203,679 Shares repurchased (2,438,592) (1,984,011) Class C Shares Shares sold 741,413 1,818,621 Reinvested dividends and distributions 527,201 121,045 Shares repurchased (2,584,322) (1,232,810) Decrease from Capital Share Transactions (10,805,741) (1,318,907) -------------- ------------ Net (Decrease) Increase in Net Assets (12,345,181) 455,454 Net Assets: Beginning of Year 48,608,349 48,152,895 -------------- ------------ End of Year $ 36,263,168 $ 48,608,349 ============== ============ See Notes to Financial Statements WISDOM FUND Financial Highlights Institutional Class Shares For a share outstanding during the fiscal year ended May 31, 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ Net Asset Value, Beginning of Year $ 13.16 $ 12.62 $ 11.12 $ 11.54 $ 10.80 ------- ------- ------- ------- ------- Income (Loss) from Investment Operations Net investment income (loss) (a) 0.16 0.08 0.02 (0.03) (0.02) Net realized and unrealized gain (loss) on investment and foreign currency translation 0.19 0.63 1.48 (0.39) 0.85 ------- ------- ------- ------- ------- Total from Investment Operations 0.35 0.71 1.50 (0.42) 0.83 Less Distributions: Dividends (from net investment income) (0.05) - - - - Distributions (from capital gains) (0.72) (0.17) - - (0.09) ------- ------- ------- ------- ------- Total Distributions (0.77) (0.17) - - (0.09) ------- ------- ------- ------- ------- Net Asset Value, End of Year $ 12.74 $ 13.16 $ 12.62 $ 11.12 $ 11.54 ======= ======= ======= ======= ======= Total return 2.63 % 5.65 % 13.49 % (3.64)% 7.78 % Net Assets, End of Year (in thousands) $ 4,386 $ 5,090 $ 4,811 $ 4,229 $ 3,925 Average Net Assets for the Year (in thousands) $ 4,762 $ 4,953 $ 4,452 $ 3,862 $ 3,444 Ratios of: Gross Expenses to Average Net Assets (c) 1.28 % 1.23 % 1.29 % 1.67 % 3.19 % Net Expenses to Average Net Assets (c) 1.28 % 1.23 % 1.29 % 1.62 % 1.71 % Net Investment Income (Loss) to Average Net Assets 1.05 % 0.60 % 0.14 % (0.25)% (0.17)% Portfolio turnover rate 19.03 % 41.99 % 20.41 % 9.28 % 6.78 % Investor Class Shares For a share outstanding during the fiscal year ended May 31, 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year $ 13.07 $ 12.57 $ 11.10 $ 11.56 $ 10.84 -------- ------- ------- -------- ------- Income (Loss) from Investment Operations Net investment income (loss) (a) 0.15 0.05 (0.01) (0.04) (0.04) Net realized and unrealized gain (loss) on investment and foreign currency translation 0.17 0.62 1.48 (0.42) 0.85 -------- ------- ------- -------- ------- Total from Investment Operations 0.32 0.67 1.47 (0.46) 0.81 -------- ------- ------- -------- ------- Less Distributions: Dividends (from net investment income) (0.05) - - - - Distributions (from capital gains) (0.72) (0.17) - - (0.09) -------- ------- ------- -------- ------- Total Distributions (0.77) (0.17) - - (0.09) -------- ------- ------- -------- ------- Net Asset Value, End of Year $ 12.62 $ 13.07 $ 12.57 $ 11.10 $ 11.56 ======== ======= ======== ======== ======= Total return (b) 2.45 % 5.36 % 13.24 % (3.98)% 7.57 % Net Assets, End of Year (in thousands) $ 11,061 $19,177 $ 19,789 $ 13,825 $2,740 Average Net Assets for the Year (in thousands) $ 13,734 $20,625 $ 17,326 $ 8,861 $ 1,794 Ratios of: Gross Expenses to Average Net Assets (c) 1.53 % 1.48 % 1.54 % 1.91 % 3.39 % Net Expenses to Average Net Assets (c) 1.53 % 1.48 % 1.54 % 1.87 % 1.96 % Net Investment Income (Loss) to Average Net Assets 0.81 % 0.34 % (0.11)% (0.53)% (0.48)% Portfolio turnover rate 19.03 % 41.99 % 20.41 % 9.28 % 6.78 % (a) No effect to net investment income due to reimbursement of $10,752 by Advisor for certain trade errors. (b) Total return does not reflect payment of a sales charge. (c) The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio) and after waivers and reimbursements (net expense ratio). See Notes to Financial Statements (Continued) WISDOM FUND Financial Highlights Class B Shares For a share outstanding during the fiscal year ended May 31, 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ Net Asset Value, Beginning of Year $ 12.72 $ 12.33 $ 10.97 $ 11.50 $ 10.87 ------- ------- ------- ------- ------- Income (Loss) from Investment Operations Net investment income (loss) (a) 0.00 (0.05) (0.10) (0.10) (0.07) Net realized and unrealized gain (loss) on investment and foreign currency translation 0.22 0.61 1.46 (0.43) 0.79 ------- ------- ------- ------- ------- Total from Investment Operations 0.22 0.56 1.36 (0.53) 0.72 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.06) - - - - Distributions (from capital gains) (0.72) (0.17) - - (0.09) ------- ------- ------- ------- ------- Total Distributions (0.78) (0.17) - - (0.09) ------- ------- ------- ------- ------- Net Asset Value, End of Year $ 12.16 $ 12.72 $ 12.33 $ 10.97 $ 11.50 ======= ======= ======= ======= ======= Total return (b) 1.66 % 4.56 % 12.40 % (4.61)% 6.72 % Net Assets, End of Year (in thousands) $ 12,842 $ 14,660 $14,871 $ 12,796 $4,307 Average Net Assets for the Year (in thousands) $ 13,845 $ 15,060 $ 14,097 $8,738 $ 2,146 Ratios of: Gross Expenses to Average Net Assets (c) 2.28 % 2.23 % 2.29 % 2.66 % 4.14 % Net Expenses to Average Net Assets (c) 2.28 % 2.23 % 2.29 % 2.62 % 2.71 % Net Investment Income (Loss) to Average Net Assets 0.07 % (0.41)% (0.86)% (1.27)% (1.23)% Portfolio turnover rate 19.03 % 41.99 % 20.41 % 9.28 % 6.78 % Class C Shares For a share outstanding during the fiscal year ended May 31, 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year $ 12.78 $ 12.38 $ 11.01 $ 11.54 $ 10.91 ------- ------- ------- ------- ------- Income (Loss) from Investment Operations Net investment income (loss) (a) 0.00 (0.05) (0.09) (0.09) (0.10) Net realized and unrealized gain (loss) on investment and foreign currency translation 0.21 0.62 1.46 (0.44) 0.82 ------- ------- ------- ------- ------- Total from Investment Operations 0.21 0.57 1.37 (0.53) 0.72 ------- ------- ------- ------- ------- Less Distributions: Dividends (from net investment income) (0.05) - - - - Distributions (from capital gains) (0.72) (0.17) - - (0.09) ------- ------- ------- ------- ------- Total Distributions (0.77) (0.17) - - (0.09) ------- ------- ------- ------- ------- Net Asset Value, End of Year $ 12.22 $ 12.78 $ 12.38 $ 11.01 $ 11.54 ======= ======= ======= ======= ======= Total return (b) 1.60 % 4.63 % 12.44 % (4.59)% 6.69 % Net Assets, End of Year (in thousands) $ 7,975 $ 9,681 $ 8,682 $ 5,635 $ 1,808 Average Net Assets for the Year (in thousands) $ 9,139 $ 9,212 $ 6,972 $ 3,560 $ 1,274 Ratios of: Gross Expenses to Average Net Assets (c) 2.28 % 2.23 % 2.29 % 2.66 % 4.18 % Net Expenses to Average Net Assets (c) 2.28 % 2.23 % 2.29 % 2.62 % 2.71 % Net Investment Income (Loss) to Average Net Assets 0.07 % (0.39)% (0.86)% (1.27)% (1.19)% Portfolio turnover rate 19.03 % 41.99 % 20.41 % 9.28 % 6.78 % (a) No effect to net investment income due to reimbursement of $10,752 by Advisor for certain trade errors. (b) Total return does not reflect payment of a sales charge. (c) The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio) and after waivers and reimbursements (net expense ratio). See Notes to Financial Statements WISDOM FUND Notes to Financial Statements ___________________________________________________________________________________________________________________________ 1. Organization and Significant Accounting Policies traded closes early or if trading of the particular portfolio security is halted during the day and does not The Wisdom Fund (the "Fund") is a series fund. The Fund is resume prior to the Fund's net asset value calculation) or part of the New Providence Investment Trust (the "Trust"), which cannot be accurately valued using the Fund's normal which was organized as a Massachusetts business trust and is pricing procedures are valued at fair value as determined in registered under the Investment Company Act of 1940 (the good faith under policies approved by the Trustees. A "1940 Act"), as amended, as an open-ended management portfolio security's "fair value" price may differ from the investment company. The Fund is classified as a price next available for that portfolio security using the "diversified" company as defined in the 1940 Act. Fund's normal pricing procedures. Investment companies are valued at net asset value. Instruments with maturities of 60 The Wisdom Fund commenced operations February 16, 1999. The days or less are valued at amortized cost, which investment objective of the Fund is to seek maximum total approximates market value. returns consisting of any combination of capital appreciation, realized and unrealized, and income under the Investment Transactions and Investment Income constantly varying market conditions. Investment transactions are accounted for as of the date purchased or sold (trade date). Dividend income is recorded The Board of Trustees of the Trust (the "Trustees") on the ex-dividend date. Certain dividends from foreign approved, on October 7, 1999, a plan to authorize two new securities will be recorded as soon as the Trust is informed classes of shares designated as Class B Shares and Class C of the dividend if such information is obtained subsequent Shares. On November 16, 1999, the Class B Shares and Class C to the ex-dividend date. Interest income is recorded on the Shares became effective. The Fund has an unlimited number of accrual basis and includes amortization of discounts and authorized shares, which are divided into four classes - premiums. Gains and losses are determined on the identified Institutional Class Shares, Investor Class Shares, Class B cost basis, which is the same basis used for federal income Shares and Class C Shares. tax purposes. Each class of shares has equal rights as to assets of the Expenses Fund, and the classes are identical except for differences The Fund bears expenses incurred specifically on its behalf in their sales charge structures and ongoing distribution as well as a portion of general expenses, which are and service fees. Income, expenses (other than distribution allocated according to methods approved annually by the and service fees, which are not attributable to the Trustees. Institutional Class Shares), and realized and unrealized gains or losses on investments are allocated to each class Foreign Currency Translation of shares based upon its relative net assets. All classes Portfolio securities and other assets and liabilities have equal voting privileges, except where otherwise denominated in foreign currencies are translated into U.S. required by law or when the Trustees determine that the dollars based on the exchange rate of such currencies matter to be voted on affects only the interests of the against U.S. dollars on the date of valuation. Purchases and shareholders of a particular class. sales of securities and income items denominated in foreign currencies are translated into U.S. dollars at the exchange The following accounting policies have been consistently rate in effect on the transaction date. followed by the Fund and are in conformity with accounting principles generally accepted in the United States of The Fund does not separately report the effect of changes in America in the investment company industry. foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized Investment Valuation and unrealized gain or loss from investments and foreign The Fund's investments in securities are carried at value. currency transactions. Securities listed on an exchange or quoted on a national market system are valued at the last sales price as of 4:00 Realized foreign exchange gains or losses arise from sales p.m. Eastern Time. Securities traded in the NASDAQ of foreign currencies, currency gains or losses realized over-the-counter market are generally valued at the NASDAQ between the trade and settlement dates on securities Official Closing Price. Other securities traded in the transactions and the difference between the recorded amounts over-the-counter market and listed securities for which no of dividends, interest, and foreign sale was reported on that date are valued at the most recent bid price. Securities and assets for which representative market quotations are not readily available (e.g., if the exchange on which the portfolio security is principally (Continued) WISDOM FUND Notes to Financial Statements ____________________________________________________________________________________________________________________________ withholding taxes, and the U.S. dollar equivalent of the The Advisor currently intends to voluntarily waive all or a amounts actually received or paid. Net unrealized foreign portion of its fee and to reimburse expenses of the Fund to exchange gains and losses arise from changes in foreign limit total Fund operating expenses to a maximum of 1.75% of exchange rates on foreign denominated assets and liabilities the average daily net assets of the Fund's Institutional other than investments in securities held at the end of the Class Shares, Investor Class Shares, Class B Shares and reporting period. Class C Shares, exclusive of interest, taxes, brokerage fees and commissions, extraordinary expenses, and payments, if Dividend Distributions any, under a Rule 12b-1 Plan. There can be no assurances The Fund may declare and distribute dividends from net that the foregoing voluntary fee waivers or reimbursements investment income (if any) quarterly. Distributions from will continue. The Fund may, at a later date, reimburse the capital gains (if any) are generally declared and Advisor for the management fees waived or limited, and/or distributed annually. The Fund may also make a supplemental other expenses assumed and paid by the Advisor pursuant to distribution subsequent to the end of its fiscal year. the Expense Limitation Agreement during any of the previous three (3) fiscal years provided that the Fund has reached a Estimates sufficient asset size to permit such reimbursement to be The preparation of financial statements in conformity with made without causing the total annual expense ratio of the accounting principles generally accepted in the United Fund to exceed 1.75%, as stated above. For the fiscal years States of America requires management to make estimates and ended 2004, 2005 and 2006, there were no waived or assumptions that affect the amount of assets, liabilities, reimbursed expenses. expenses and revenues reported in the financial statements. Actual results could differ from those estimates. During the fiscal year ended May 31, 2006, the Advisor reimbursed the Fund $10,752 for certain trading errors. Federal Income Taxes No provision for income taxes is included in the Administrator accompanying financial statements, as the Fund intends to The Fund pays a monthly administration fee to The Nottingham distribute to shareholders all taxable investment income and Company (the "Administrator") based upon the average daily realized gains and otherwise complies with the requirements net assets of the respective share class and calculated at of Subchapter M of the Internal Revenue Code applicable to the annual rates as shown in the schedule provided on the regulated investment companies. following page. The Administrator also receives a fee to procure and pay the custodian for the Fund, additional Indemnifications compensation for fund accounting and recordkeeping service Under the Trust's organizational documents, its officers and and additional compensation for certain costs involved with Trustees are indemnified against certain liabilities arising the daily valuation of securities and as reimbursement for out of the performance of their duties to the Fund. In out-of-pocket expenses (which are immaterial in amount). A addition, in the normal course of business, the Fund enters breakdown of these fees is provided on the following page. into contracts with their vendors and others that provide for general indemnifications. The Fund's maximum exposure Certain Trustees and officers of the Trust are also officers under these arrangements is unknown, as this would involve of the Advisor or the Administrator. future claims that may be made against the Fund. The Fund expects the risk of loss to be remote. Compliance Services The Nottingham Compliance Services, LLC, a wholly owned 2. Transactions with Affiliates affiliate of The Nottingham Company, provides services which assists the Trust's Chief Compliance Officer in monitoring Advisor and testing the policies and procedures of the Trust as The Fund pays a monthly advisory fee to Atlanta Investment required by Rule 38a-1 of the Securities and Exchange Counsel, LLC (the "Advisor") based upon the annual rate of Commission. It receives compensation for this service at an 0.50% of the first $500 million of the Fund's average daily annual rate of $7,750. net assets and 0.40% of all assets over $500 million. (Continued) WISDOM FUND Notes to Financial Statements ____________________________________________________________________________________________________________________________ Transfer Agent Distributor North Carolina Shareholder Services, LLC ("Transfer Agent") Capital Investment Group, Inc. (the "Distributor") serves as serves as transfer, dividend paying, and shareholder the Fund's principal underwriter and distributor. The servicing agent for the Fund. It receives compensation for Distributor receives any sales charges imposed on purchases its services based upon a fee of $15 per shareholder per of shares and re-allocates a portion of such charges to year, subject to a minimum fee of $1,500 per month, plus dealers through whom the sale was made, if any. For the $500 per month for each additional class of shares. fiscal year ended May 31, 2006, the Distributor retained sales charges in the amount of $3,390. - ---------------------------------------------------------------------------------------------------------------------------- Fund Accounting Asset Based Fees Administration Fees (a) Custody Fees (b) Fund 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 0.020% $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. (b) Subject to a minimum fee of $400 per month. 3. Distribution and Service Fees 4. Purchases and Sales of Investment Securities The Trustees, including a majority of the Trustees who are For the fiscal year ended May 31, 2006, the aggregate cost not "interested persons" of the Trust as defined in the 1940 of purchases and proceeds from sales of investment Act, adopted distribution and service plans pursuant to Rule securities (excluding short-term securities) are shown in 12b-1 of the 1940 Act (the "Plans") applicable to the the table below: Investor Class Shares, Class B Shares and Class C Shares. The 1940 Act regulates the manner in which a regulated ------------------------------------------------------------ investment company may assume costs of distributing and Proceeds from promoting the sales of its shares and servicing of its Purchases of Securities Sales of Securities shareholder accounts. The Plan provides that the Fund may ------------------------------------------------------------ incur certain costs, which may not exceed 0.25% per annum of $7,418,084 $14,204,049 the average daily net assets of the Investor Class Shares or ------------------------------------------------------------ 1.00% per annum of the average daily net assets of the Class B or Class C Shares for each year elapsed subsequent to There were no purchases or sales of long-term U.S. adoption of the Plans, for payment to the Distributor and Government Obligations during the fiscal year ended May 31, others for items such as advertising expenses, selling 2006. expenses, commissions, travel, or other expenses reasonably intended to result in sales of Investor Class Shares, Class 5. Options Written B Shares and Class C Shares in the Fund or support servicing of those classes' shareholder accounts. The Fund incurred ------------------------------------------------------------ $34,335, $138,451, and $91,392, in distribution and service fees under the Plans with respect to Investor Class Shares, Option Contracts Written for the Class B Shares, and Class C Shares, respectively, for the Fiscal Year ended Number of Premiums fiscal year ended May 31, 2006. May 31, 2006. Contracts Received ------------------------------------------------------------ Options Outstanding, Beginning of Year - $ - ------------------------------------------------------------ Options written 147 31,407 Options exercised (105) (26,076) Options expired (42) (5,331) ------------------------------------------------------------ Options Outstanding, End of Year - $ - ------------------------------------------------------------ (Continued) WISDOM FUND Notes to Financial Statements ____________________________________________________________________________________________________________________________ 6. Federal Income Tax tax purposes for the fiscal year ended May 31, 2006 and 2005. The information in the tables below represent: (1) tax components of capital, (2) unrealized appreciation or Other book tax differences in the current year primarily depreciation of investments for federal income tax purposes, consist of post October loss deferrals. and (3) characterization of distributions for federal income - ---------------------------------------------------------------------------------------------------------------------------- Undistributed Ordinary Undistributed Long Accumulated Other Book to Tax Income Term Gains Capital Losses Differences Net Tax Appreciation - ---------------------------------------------------------------------------------------------------------------------------- $ - $1,694,752 $ - $(18,620) $5,792,665 - ---------------------------------------------------------------------------------------------------------------------------- The aggregate cost of investments and the composition of unrealized appreciation and depreciation of investment securities for federal income tax purposes as of May 31, 2006 are noted below. - ---------------------------------------------------------------------------------------------------------------------------- Federal Tax Cost Aggregate Gross Unrealized Appreciation Aggregate Gross Unrealized Depreciation - ---------------------------------------------------------------------------------------------------------------------------- $30,527,556 $6,881,231 $(1,088,566) - ---------------------------------------------------------------------------------------------------------------------------- The amount of dividends and distributions from net short-term gains, deferral of wash sale losses, foreign investment income and net realized capital gains are currency transactions, net investment losses and capital determined in accordance with federal income tax regulations loss carry-forwards. Certain permanent differences such as which may differ from accounting principles generally tax returns of capital and net investment losses, if any, accepted in the United States of America. These differences would be re-classified against capital. are due to differing treatments for items such as net - ---------------------------------------------------------------------------------------------------------------------------- Distributions from For the fiscal year ended Ordinary Income Long-Term Capital Gains - ---------------------------------------------------------------------------------------------------------------------------- May 31, 2006 $167,292 $2,247,227 - ---------------------------------------------------------------------------------------------------------------------------- May 31, 2005 $ - $682,121 - ---------------------------------------------------------------------------------------------------------------------------- As a result of the Fund's foreign currency transactions a decrease accumulated realized gain and $14 to decrease reclassification adjustment of $11,748 has been made to paid-in-capital. This reclassification had no effect on the increase undistributed net investment income, $11,734 to Fund's net asset value. 7. Capital Share Transactions - ---------------------------------------------------------------------------------------------------------------------------- Institutional Class Investor Class For the fiscal year ended May 31, 2006 2005 2006 2005 - ---------------------------------------------------------------------------------------------------------------------------- Transactions in Fund Shares Shares sold 6,705 18,062 59,691 289,599 Reinvested distributions 20,094 5,065 56,833 20,312 Shares repurchased (69,363) (17,562) (706,661) (417,343) Net (Decrease) Increase in Capital Shares (42,564) 5,565 (590,137) (107,432) Shares Outstanding, Beginning of Year 386,742 381,177 1,466,913 1,574,345 Shares Outstanding, End of Year 344,178 386,742 876,776 1,466,913 - ---------------------------------------------------------------------------------------------------------------------------- WISDOM FUND Notes to Financial Statements - ---------------------------------------------------------------------------------------------------------------------------- 7. Capital Share Transactions - ---------------------------------------------------------------------------------------------------------------------------- Class B Class C For the fiscal year ended May 31, 2006 2005 2006 2005 - ---------------------------------------------------------------------------------------------------------------------------- Transactions in Fund Shares Shares sold 33,286 8,251 58,972 145,631 Reinvested distributions 65,959 16,025 42,878 9,479 Shares repurchased (195,290) (158,165) (206,959) (98,651) Net (Decrease) Increase in Capital Shares (96,045) (53,889) (105,109) 56,459 Shares Outstanding, Beginning of Year 1,152,380 1,206,269 757,662 701,203 Shares Outstanding, End of Year 1,056,335 1,152,380 652,553 757,662 - ---------------------------------------------------------------------------------------------------------------------------- 8. Change in Independent Registered Public Accounting Firm On July 19, 2005, the Board of Trustees engaged Briggs, Bunting & Dougherty, LLP ("BBD") as its new independent registered public accounting firm. At no time preceding the engagement of BBD did the Fund consult the firm regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund's financial statements, or (ii) any matter that was either subject of a disagreement or a reportable event, as such terms are defined in Item 304 of Regulation S-K. Prior to this date, Deloitte & Touche LLP ("Deloitte") served as the independent registered public accounting firm for the Trust and issued reports on the Fund's financial statements as of May 31, 2005 and 2004. Such reports did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. At no time preceding the removal of Deloitte & Touche LLP were there any disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its report. At no time preceding the removal of Deloitte & Touche LLP did any of the events enumerated in paragraphs (1)(v)(A) through (D) of Item 304(a) of Regulation S-K occur. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees of New Providence Investment Trust and the Shareholders of the Wisdom Fund We have audited the accompanying statement of assets and liabilities of the Wisdom Fund, a series of shares of the New Providence Investment Trust, including the schedule of investments, as of May 31, 2006, and the related statement of operations, the statement of changes in net assets and the financial highlights for 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 audit. The statement of changes in net assets for the year ended May 31, 2005 and the financial highlights for each of the four years ended May 31, 2005 were audited by other auditors whose report dated July 8, 2005 expressed an unqualified opinion on such financial statement and financial highlights. We conducted our audit 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2006 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 the Wisdom Fund as of May 31, 2006, the results of its operations, the changes in its net assets and its financial highlights for year then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ BRIGGS, BUNTING & DOUGHERTY, LLP BRIGGS, BUNTING & DOUGHERTY, LLP Philadelphia, Pennsylvania June 23, 2006 WISDOM FUND Additional Information (Unaudited) - ---------------------------------------------------------------------------------------------------------------------------- 1. Proxy Voting Policies and Voting Record 3. Information about Trustees and Officers A copy of the Trust's Proxy Voting and Disclosure Policy and The business and affairs of the Fund and the Trust are the Advisor's Proxy Voting and Disclosure Policy are managed under the direction of the Trustees. Information included as Appendix B to the Fund's Statement of Additional concerning the Trustee and officers of the Trust and Fund is Information and is available, without charge, upon request, set forth below. Generally, each Trustee and officer serves by calling 1-800-773-3863. Information regarding how the an indefinite term or until certain circumstances such as Fund voted proxies relating to portfolio securities during their resignation, death, or otherwise as specified in the the most recent 12-month period ended June 30 is available Trust's organizational documents. Any Trustee may be removed (1) without charge, upon request, by calling the Fund at the at a meeting of shareholders by a vote meeting the number above and (2) on the SEC's website at requirements of the Trust's organizational documents. The http://www.sec.gov. Statement of Additional Information of the Fund includes additional information about the Trustee and officers and is 2. Quarterly Portfolio Holdings available, without charge, upon request by calling the Fund toll-free at 1-800-773-3863. The address of each Trustee and The Fund files its complete schedule of portfolio holdings officer, unless otherwise indicated below, is 116 South with the SEC for the first and third quarters of each fiscal Franklin Street, Rocky Mount, North Carolina 27804. The year on Form N-Q. The Fund's Forms N-Q are available on the Trustee received aggregate compensation of $3,000 during the SEC's website at http://www.sec.gov. You may review and make fiscal year ended May 31, 2006 from the Fund for his copies at the SEC's Public Reference Room in Washington, services to the Fund and Trust. The officers did not receive D.C. You may also obtain copies after paying a duplicating compensation from the Fund for their services to the Fund fee by writing the SEC's Public Reference Section, and Trust. Washington, D.C. 20549-0102 or by electronic request to publicinfo@sec.gov, or is available, without charge, upon request, by calling the fund at 1-800-773-3863. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-942-8090. - ------------------------------------------------------------------------------------------------------------------------------------ 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, 74 Trustee Since Retired; Previously, President 1 Independent Trustee - Gardner 1997 of Brinson Investment Co. Lewis Investment Trust for the (personal investments) and three series of that trust; The President of Brinson Chevrolet, Nottingham Investment Trust II Inc. (auto 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; 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, 55 President, Since President (since 1998) of n/a n/a Atlanta Investment Counsel, Treasurer, 2003 Atlanta Investment Counsel, LLC Principal LLC (Adviser of the Fund); 3717 Haddon Hall Road, NW Executive previously, stockbroker at Suite 200 Officer, Lehman Brothers Atlanta, GA 30327 and Principal Financial Officer - ------------------------------------------------------------------------------------------------------------------------------------ WISDOM FUND Additional Information (Unaudited) - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Tracey L. Hendricks, 38 Assistant Since Vice President of Financial n/a n/a 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 - ------------------------------------------------------------------------------------------------------------------------------------ Julian G. Winters, 37 Secretary Since Vice President-Compliance n/a n/a and 2004 Administration (since 1998) of Assistant The Nottingham Company Treasurer - ------------------------------------------------------------------------------------------------------------------------------------ Wisdom Fund is a series of The New Providence Investment Trust For Shareholder Service Inquiries: For Investment Advisor Inquiries: Documented: Documented: NC Shareholder Services Atlanta Investment Counsel, LLC 116 South Franklin Street 3717 Haddon Hall Road, NW Post Office Drawer 4365 Suite 200 Rocky Mount, North Carolina 27803-0365 Atlanta, Georgia 30327 Toll-Free Telephone: Toll-Free Telephone: 1-800-773-3863 1-877-352-0020 World Wide Web @: World Wide Web @: nottinghamco.com wisdomfund.com 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 fiscal years ended May 31, 2005 and May 31, 2006 are reflected in the table below. These amounts represent aggregate fees billed by the registrant's former independent accountant, Deloitte & Touche LLP ("Former Accountant"), for the fiscal year ended May 31, 2005 and Briggs, Bunting & Dougherty, LLP for the fiscal year ended May 31, 2006 ("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 2005 2006 - ------------------------------------------------------------------------------- Wisdom Fund $ 14,000 $13,500 - ------------------------------------------------------------------------------- (b) Audit-Related Fees - There were no additional fees billed in the fiscal years ended May 31, 2005 or 2006 for assurance and related services by the Former Accountant or 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 Former Accountant and 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 and assistance with distribution calculations. - ------------------------------------------------------------------------------- Fund 2005 2006 - ------------------------------------------------------------------------------- Wisdom Fund $ 5,000 $1,500 - ------------------------------------------------------------------------------- (d) All Other Fees -There were no other fees billed by the Former Accountant or 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 Former Accountant and 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) Aggregate non-audit fees billed by the Former Accountant and Accountant, to the registrant for services rendered during the fiscal years ended May 31, 2005 and 2006 were $5,000 and $1,500, respectively. There were no non-audit fees billed by Former Accountant or Accountant for services rendered to the registrant's investment advisers, or any other entity controlling, controlled by, or under common control with the registrant's investment advisers. (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 18, 2006 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 18, 2006