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 811-5098 --------------------------------------------- Albemarle Investment Trust - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1272 Hendersonville Road, Asheville, North Carolina 28813 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) John B. Kuhns, 1272 Hendersonville Road, Asheville, North Carolina 28813 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (828) 274-1542 ---------------------------- Date of fiscal year end: 8/31/03 ----------- Date of reporting period: 2/28/03 ----------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. ================================================================================ [LOGO] The NORTH CAROLINA TAX FREE BOND FUND A NO-LOAD MUTUAL FUND - -------------------------------------------------------------------------------- SEMI-ANNUAL REPORT February 28, 2003 (Unaudited) - -------------------------------------------------------------------------------- [LOGO] BOYS, ARNOLD & COMPANY, INC. INVESTMENT ADVISOR Post Office Drawer 5255 1272 Hendersonville Road Asheville, North Carolina 28813-5255 1.800.286.8038 FUND ADMINISTRATOR Integrated Fund Services, Inc. P.O. Box 5354 Cincinnati, Ohio 45201-5354 1.800.841.0987 ================================================================================ To the Shareholders of The North Carolina Tax Free Bond Fund We are pleased to provide our semiannual report for the six months ended February 28, 2003. Your Fund continued to perform well in a difficult economic and geopolitical environment. The last six months remained quite volatile for all financial markets including the bond market. However, bonds benefited from continued concern over the economy and the threat of war with Iraq. These factors contributed to a preservation mentality and within the investment arena, bonds were the primary beneficiary. For the six months ended February 28, 2003, the Fund's total return was 3.98%, which includes income and capital appreciation, and is after all expenses. The Fund's total return compares favorably to the Lehman Municipal Bond Index that increased 3.36% and the average total return for the 25 North Carolina Municipal Debt Funds which increased 3.1% as ranked by Lipper Analytical Services, Inc. for the same time period. The Fund's net asset value on February 28, 2003 was $11.45 per share and the tax free income paid for the period was $0.21 per share. The sluggish economic recovery has challenged government and municipal budgets throughout the country and North Carolina is no exception. Although the State has not yet achieved a balanced budget for 2003, it is one of the first to raise taxes to narrow the budget gap. The bonds remain highly rated (AAA by Standard and Poor's and AA1 by Moody's). We expect progress toward a balanced budget as the State legislature continues to consider various initiatives, including a lottery. We remain vigilant in watching the economy. At present, we expect a "muddle-through" recovery and believe that bonds are likely to provide positive returns for the remainder of the fiscal year. Of course, rising interest rates would negatively affect bond prices. Rising interest rates are a concern if the economy accelerates faster than anticipated or inflation becomes a problem. Municipal bonds offer investors one of the few remaining tax advantaged investments and they remain attractive relative to Treasuries on a tax equivalent basis. In addition, we believe that they offer relative safety and stability during periods of stock market volatility. We encourage investors to maintain a long-term perspective toward their investment in the Fund and to consider a plan of regular investment through dollar cost averaging. We appreciate your continued trust and support and we welcome your comments and suggestions. Sincerely, John B. Kuhns Jon L. Vannice THE NORTH CAROLINA TAX FREE BOND FUND STATEMENT OF ASSETS AND LIABILITIES February 28, 2003 (Unaudited) ASSETS Investment securities, at value (amortized cost $15,380,664) $ 16,633,760 Interest receivable 212,218 Other assets 8,198 ------------ TOTAL ASSETS 16,854,176 ------------ LIABILITIES Dividends payable 7,878 Payable for capital shares redeemed 86,132 Payable to Advisor 496 Payable to Administrator 4,982 Other accrued expenses and liabilities 8,191 ------------ TOTAL LIABILITIES 107,679 ------------ NET ASSETS $ 16,746,497 ============ NET ASSETS CONSIST OF Paid-in capital $ 15,576,359 Accumulated net realized losses from security transactions (82,958) Net unrealized appreciation on investments 1,253,096 ------------ NET ASSETS $ 16,746,497 ============ Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) 1,462,866 ============ Net asset value, offering price and redemption price per share $ 11.45 ============ See accompanying notes to financial statements. THE NORTH CAROLINA TAX FREE BOND FUND STATEMENT OF OPERATIONS For the Six Months Ended February 28, 2003 (Unaudited) INVESTMENT INCOME Interest $ 374,080 ------------ EXPENSES Investment advisory fees 28,216 Shareholder servicing fees 20,154 Administration fees 12,092 Accounting services fees 12,000 Professional fees 7,310 Transfer agent fees 6,000 Custodian fees 5,727 Insurance expense 3,629 Pricing costs 3,124 Trustees' fees and expenses 3,083 Postage and supplies 2,332 Reports to shareholders 1,529 Registration fees 38 ------------ TOTAL EXPENSES 105,234 Investment advisory fees waived (18,598) Shareholder servicing fees waived (18,088) ------------ NET EXPENSES 68,548 ------------ NET INVESTMENT INCOME 305,532 ------------ REALIZED AND UNREALIZED GAINS ON INVESTMENTS Net realized gains from security transactions 31,057 Net change in unrealized appreciation/ depreciation on investments 296,560 ------------ NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS 327,617 ------------ NET INCREASE IN NET ASSETS FROM OPERATIONS $ 633,149 ============ See accompanying notes to financial statements. THE NORTH CAROLINA TAX FREE BOND FUND STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED FEBRUARY 28, YEAR ENDED 2003 AUGUST 31, (UNAUDITED) 2002 ------------ ------------ FROM OPERATIONS Net investment income $ 305,532 $ 616,940 Net realized gains from security transactions 31,057 8,211 Net change in unrealized appreciation/depreciation on investments 296,560 168,406 ------------ ------------ NET INCREASE IN NET ASSETS FROM OPERATIONS 633,149 793,557 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS From net investment income (305,532) (616,940) ------------ ------------ FROM CAPITAL SHARE TRANSACTIONS Proceeds from shares sold 1,192,834 2,432,249 Net asset value of shares issued in reinvestment of distributions to shareholders 233,687 513,685 Payment for shares redeemed (750,878) (2,584,894) ------------ ------------ NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 675,643 361,040 ------------ ------------ TOTAL INCREASE IN NET ASSETS 1,003,260 537,657 NET ASSETS Beginning of period 15,743,237 15,205,580 ------------ ------------ End of period $ 16,746,497 $ 15,743,237 ============ ============ CAPITAL SHARE ACTIVITY Shares sold 105,651 220,799 Shares issued in reinvestment of distributions to shareholders 20,626 46,672 Shares redeemed (66,355) (236,331) ------------ ------------ Net increase in shares outstanding 59,922 31,140 Shares outstanding, beginning of period 1,402,944 1,371,804 ------------ ------------ Shares outstanding, end of period 1,462,866 1,402,944 ============ ============ See accompanying notes to financial statements. THE NORTH CAROLINA TAX FREE BOND FUND FINANCIAL HIGHLIGHTS Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Period SIX MONTHS ENDED YEAR ENDED AUGUST 31, FEBRUARY 28, 2003 ------------------------------------------------------------ (UNAUDITED) 2002 2001 2000 1999 1998 -------- -------- -------- -------- -------- -------- NET ASSET VALUE AT BEGINNING OF PERIOD $ 11.22 $ 11.08 $ 10.59 $ 10.43 $ 11.11 $ 10.63 -------- -------- -------- -------- -------- -------- INCOME (LOSS) FROM INVESTMENT OPERATIONS Net investment income 0.21 0.44 0.46 0.46 0.44 0.45 Net realized and unrealized gains (losses) on investments 0.23 0.14 0.49 0.17 (0.58) 0.48 -------- -------- -------- -------- -------- -------- TOTAL FROM INVESTMENT OPERATIONS 0.44 0.58 0.95 0.63 (0.14) 0.93 -------- -------- -------- -------- -------- -------- DISTRIBUTIONS TO SHAREHOLDERS From net investment income (0.21) (0.44) (0.46) (0.46) (0.44) (0.45) From net realized gains from security transactions -- -- -- (0.01) (0.10) -- -------- -------- -------- -------- -------- -------- TOTAL DISTRIBUTIONS (0.21) (0.44) (0.46) (0.47) (0.54) (0.45) -------- -------- -------- -------- -------- -------- NET ASSET VALUE AT END OF PERIOD $ 11.45 $ 11.22 $ 11.08 $ 10.59 $ 10.43 $ 11.11 ======== ======== ======== ======== ======== ======== TOTAL RETURN 3.98%(A) 5.37% 9.12% 6.30% (1.36%) 8.92% ======== ======== ======== ======== ======== ======== NET ASSETS AT END OF PERIOD (000'S) $ 16,746 $ 15,743 $ 15,206 $ 13,968 $ 13,908 $ 12,436 ======== ======== ======== ======== ======== ======== RATIO OF EXPENSES TO AVERAGE NET ASSETS Before expense reimbursements and waived fees 1.30%(B) 1.34% 1.32% 1.36% 1.41% 1.42% After expense reimbursements and waived fees 0.85%(B) 0.85% 0.85% 0.85% 0.85% 0.83% RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS 3.79%(B) 4.02% 4.22% 4.50% 4.08% 4.15% PORTFOLIO TURNOVER RATE 7%(B) 8% 1% 19% 5% 36% (A) Not annualized. (B) Annualized. See accompanying notes to financial statements. THE NORTH CAROLINA TAX FREE BOND FUND PORTFOLIO OF INVESTMENTS February 28, 2003 (Unaudited) - --------------------------------------------------------------------------------------------------------- PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE - --------------------------------------------------------------------------------------------------------- MUNICIPAL OBLIGATIONS -- 97.6% Appalachian State University, North Carolina $ 150,000 5.90% 05/15/08 $ 161,682 Utility System Revenue Asheville, North Carolina 150,000 5.50% 08/01/11 169,185 Water System Revenue Buncombe County, North Carolina 500,000 5.00% 02/01/12 537,930 Certificate of Participation Buncombe County, North Carolina 100,000 5.30% 03/01/08 112,206 Solid Waste System Special Obligation Revenue Buncombe County, North Carolina 200,000 5.60% 03/01/11 223,766 Solid Watse System Special Obligation Revenue Cabarrus County, North Carolina 250,000 5.40% 02/01/17 273,395 General Obligation Charlotte - Mecklenberg Hospital Authority 170,000 6.00% 01/15/09 190,419 North Carolina Health Care System Revenue Charlotte, North Carolina 250,000 5.25% 02/01/14 276,000 General Obligation Charlotte, North Carolina 125,000 5.25% 02/01/15 137,760 General Obligation Charlotte, North Carolina 125,000 6.10% 12/01/15 138,178 Law Enforcement Facilities Project Series A Certificate of Participation Charlotte, North Carolina 400,000 5.30% 04/01/08 437,432 Public Improvements Charlotte, North Carolina 500,000 6.00% 06/01/20 598,399 Storm Water Revenue Charlotte, North Carolina 300,000 5.25% 02/01/18 306,705 Water & Sewer General Obligation Charlotte, North Carolina 400,000 5.60% 05/01/20 457,204 Water & Sewer General Obligation Currituck County, North Carolina 300,000 5.40% 04/01/14 328,395 General Obligation THE NORTH CAROLINA TAX FREE BOND FUND PORTFOLIO OF INVESTMENTS February 28, 2003 (Unaudited) - --------------------------------------------------------------------------------------------------------- PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE - --------------------------------------------------------------------------------------------------------- MUNICIPAL OBLIGATIONS - CONTINUED Duke University Hospital $ 500,000 5.25% 06/01/17 $ 512,430 Community Hospital Revenue Durham, North Carolina 200,000 5.80% 02/01/12 219,172 General Obligation Revenue Fayetteville, North Carolina 500,000 5.10% 03/01/15 564,035 Public Works Revenue Gaston, North Carolina 600,000 5.50% 02/15/15 639,569 Memorial Hospital Project Revenue Gastonia, North Carolina 100,000 5.70% 08/01/15 111,305 Police Station Project Certificate of Participation Gastonia, North Carolina 200,000 5.50% 05/01/13 226,818 Street Improvements General Obligation Gastonia, North Carolina 400,000 5.50% 05/01/16 450,396 Street Improvements General Obligation Greensboro, North Carolina 500,000 5.00% 03/01/12 539,095 General Obligation Unlimited High Point, North Carolina 100,000 5.60% 03/01/14 109,801 General Obligation Lincolnton, North Carolina 200,000 5.38% 05/01/16 222,888 Enterprise System Revenue Mecklenburg County, North Carolina 200,000 5.50% 04/01/11 213,610 Public Improvement General Obligation Morganton, North Carolina 500,000 5.70% 06/01/13 555,780 Water & Sewer General Obligation Revenue North Carolina Central University 200,000 5.80% 11/01/17 228,080 Housing System Revenue North Carolina Housing Finance Agency 500,000 5.10% 07/01/17 522,025 Home Ownership Series 2-B Revenue North Carolina Housing Finance Agency 390,000 5.45% 11/01/11 422,741 Home Ownership Series 6-B Revenue North Carolina Housing Finance Agency 95,000 5.80% 07/01/13 99,489 Multifamily Series A Revenue THE NORTH CAROLINA TAX FREE BOND FUND PORTFOLIO OF INVESTMENTS February 28, 2003 (Unaudited) - --------------------------------------------------------------------------------------------------------- PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE - --------------------------------------------------------------------------------------------------------- MUNICIPAL OBLIGATIONS - CONTINUED North Carolina Municipal Power Agency $ 250,000 5.13% 01/01/10 $ 276,833 Number 1 - Catawba Electric Reserve North Carolina Municipal Power Agency 100,000 6.00% 01/01/09 116,544 Number 1 - Catawba Electric Revenue North Carolina Municipal Power Agency 100,000 5.75% 01/01/15 100,455 Number 1 - Catawba Electric Revenue North Carolina Municipal Power Agency 300,000 5.00% 01/01/15 305,634 Number 1 - Catawba Electric Revenue North Carolina State 400,000 5.20% 06/01/14 443,036 Clean Water Series A General Obligation North Carolina State 100,000 5.80% 06/01/16 107,881 Clean Water Series A General Obligation North Carolina State 150,000 5.20% 03/01/11 167,112 General Obligation Series A North Carolina State 250,000 5.20% 03/01/13 285,388 General Obligation Series A North Carolina State University 500,000 5.13% 12/15/16 542,870 Centennial Campus Series B Revenue Piedmont Triad Airport Authority 500,000 5.63% 07/01/14 566,080 North Carolina Series A Revenue Piedmont Triad Airport Authority 200,000 5.88% 07/01/19 225,962 North Carolina Series A Revenue Pitt County, North Carolina 500,000 5.25% 12/01/12 536,665 Memorial Hospital Revenue Pitt County, North Carolina 100,000 5.50% 12/01/15 112,481 Memorial Hospital Revenue Raleigh, North Carolina 500,000 5.25% 06/01/13 555,480 General Obligation Union County, North Carolina 350,000 5.20% 03/01/10 391,160 General Obligation Series B THE NORTH CAROLINA TAX FREE BOND FUND PORTFOLIO OF INVESTMENTS February 28, 2003 (Unaudited) - --------------------------------------------------------------------------------------------------------- PRINCIPAL INTEREST MATURITY AMOUNT RATE DATE VALUE - --------------------------------------------------------------------------------------------------------- MUNICIPAL OBLIGATIONS - CONTINUED University of North Carolina $ 500,000 5.40% 05/15/16 $ 577,329 General Obligation Revenue University of North Carolina 200,000 5.00% 04/01/11 222,690 System Pool Revenue Series B Wake Forest University 250,000 5.00% 11/01/17 263,458 Finance Agency Revenue Wilmington, North Carolina 400,000 5.40% 06/01/13 449,376 Water & Sewer System Revenue Winston-Salem, North Carolina 100,000 5.50% 06/01/12 109,999 General Obligation ------------ TOTAL MUNICIPAL OBLIGATIONS - 97.6% $ 16,342,323 CASH EQUIVALENTS -- 1.7% Federated North Carolina Municipal Money Market Portfolio $ 291,437 ------------ TOTAL VALUE OF INVESTMENT SECURITIES-- 99.3% (AMORTIZED COST $15,380,664) $ 16,633,760 OTHER ASSETS IN EXCESS OF LIABILITIES -- 0.7% 112,737 ------------ NET ASSETS -- 100.0% $ 16,746,497 ============ See accompanying notes to financial statements. THE NORTH CAROLINA TAX FREE BOND FUND NOTES TO FINANCIAL STATEMENTS February 28, 2003 (Unaudited) 1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES The North Carolina Tax Free Bond Fund (the Fund) is a no-load, non-diversified series of Albemarle Investment Trust (the Trust), an open-end management investment company registered under the Investment Company Act of 1940 and organized in 1992 as a Massachusetts business trust. The Fund began operations on January 13, 1993. The investment objectives of the Fund are to provide current income exempt from federal income taxes and from the personal income taxes of North Carolina, to preserve capital and to protect the value of the portfolio against the effects of inflation. The Fund invests primarily in municipal bonds, the interest on which is exempt from federal income taxes and from the personal income taxes of North Carolina and not subject to alternative minimum tax. The issuers' abilities to meet their obligations may be affected by economic and legislative developments in the state of North Carolina. The following is a summary of the Fund's significant accounting policies: Securities valuation -- The Fund's portfolio securities are valued as of the close of business of the regular session of trading of the New York Stock Exchange (normally 4:00 p.m., Eastern Time). Municipal obligations are valued by an independent pricing service which generally utilizes a computerized matrix system with consideration given to security quality, maturity, coupon, call features and the latest trading developments. On limited occasions, if the valuation provided by the pricing service ignores certain market conditions affecting the value of a security or the pricing service cannot provide a valuation, the security is valued at fair value as determined in good faith in accordance with consistently applied procedures established by and under the general supervision of the Board of Trustees. Share valuation -- The net asset value per share of the Fund is calculated daily by dividing the total value of the Fund's assets, less liabilities, by the number of shares outstanding. The offering price per share and the redemption price per share are equal to the net asset value per share. Investment income -- Interest income is accrued as earned. Discounts and premiums on securities purchased are amortized in accordance with income tax regulations. Distributions to shareholders -- Dividends arising from net investment income are declared daily and paid on the last business day of each month. Net realized short-term capital gains, if any, may be distributed throughout the year and net realized long-term capital gains, if any, are distributed at least once each year. Income distributions and capital gain distributions are determined in accordance with income tax regulations. Security transactions -- Security transactions are accounted for on trade date. Securities sold are determined on a specific identification basis. The Fund may purchase securities on a when issued or delayed delivery basis. These transactions involve a commitment by the Fund to purchase securities for a predetermined price or yield with payment and delivery taking place more than three days in the future, or after a period longer than the customary settlement period for that type of security. No interest will be earned by the Fund on such purchases until the securities are delivered; however, the market value may change prior to delivery. THE NORTH CAROLINA TAX FREE BOND FUND NOTES TO FINANCIAL STATEMENTS February 28, 2003 (Unaudited) Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Federal income tax -- It is the Fund's policy to comply with the special provisions of the Internal Revenue Code applicable to regulated investment companies. As provided therein, in any fiscal year in which the Fund so qualifies and distributes at least 90% of its taxable net income, the Fund (but not the shareholders) will be relieved of federal income tax on the income distributed. Accordingly, no provision for income taxes has been made. In order to avoid imposition of the excise tax applicable to regulated investment companies, it is also the Fund's intention to declare as dividends in each calendar year at least 98% of its net investment income (earned during the calendar year) and 98% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years. The tax character of distributions paid for the years ended August 31, 2002 and 2001 was as follows: 2002 2001 ---- ---- From tax-exempt income $616,940 $610,706 The following information is computed on a tax basis for each item as of August 31, 2002: Gross unrealized appreciation $ 959,221 Gross unrealized depreciation (2,685) ---------- Net unrealized appreciation $ 956,536 Capital loss carryforwards (114,015) ---------- Accumulated earnings $ 842,521 ---------- As of February 28, 2003, the Fund had capital loss carryforwards for federal income tax purposes of $7,410 and $106,605, which will expire on August 31, 2008 and 2009, respectively. These capital loss carryforwards may be utilized in the current and future years to offset net realized capital gains, if any, prior to distributing such gains to shareholders. 2. INVESTMENT TRANSACTIONS Cost of purchases and proceeds from sales and maturities of investment securities, other than short-term investments, amounted to $1,783,200 and $540,000, respectively, for the six months ended February 28, 2003. THE NORTH CAROLINA TAX FREE BOND FUND NOTES TO FINANCIAL STATEMENTS February 28, 2003 (Unaudited) 3. TRANSACTIONS WITH AFFILIATES Certain officers of the Trust are also officers of Boys, Arnold & Company, Inc. (the Advisor), or of Integrated Fund Services, Inc. (IFS), the administrative services agent, shareholder servicing and transfer agent and accounting services agent for the Fund. INVESTMENT ADVISORY AGREEMENT The Fund's investments are managed by the Advisor under the terms of an Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund pays the Advisor an investment advisory fee, which is computed and accrued daily and paid monthly, at an annual rate of 0.35% of the Fund's average daily net assets. The Advisor currently intends to voluntarily waive its investment advisory fees and/or reimburse expenses of the Fund to the extent necessary to limit the total operating expenses of the Fund to 0.85% of its average daily net assets. For the six months ended February 28, 2003, the Advisor waived $18,598 of its investment advisory fees. ADMINISTRATION AGREEMENT Under the terms of an Administration Agreement with the Trust, IFS supplies non-investment related administrative and compliance services for the Fund. IFS supervises the preparation of tax returns, reports to shareholders, reports to and filings with the Securities and Exchange Commission and state securities commissions, and materials for meetings of the Board of Trustees. For these services, IFS receives a monthly fee based on the Fund's average daily net assets, subject to a minimum monthly fee. TRANSFER AGENT AGREEMENT Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan Agency Agreement with the Trust, IFS maintains the records of each shareholder's account, answers shareholders' inquiries concerning their accounts, processes purchases and redemptions of the Fund's shares, acts as dividend and distribution disbursing agent and performs other shareholder service functions. For these services, IFS receives a monthly fee based on the number of shareholder accounts in the Fund, subject to a minimum monthly fee. In addition, the Fund pays IFS out-of-pocket expenses including, but not limited to, postage and supplies. ACCOUNTING SERVICES AGREEMENT Under the terms of an Accounting Services Agreement with the Trust, IFS calculates the daily net asset value per share and maintains the financial books and records of the Fund. For these services, IFS receives a monthly fee, based on current asset levels, from the Fund. In addition, the Fund pays IFS certain out-of-pocket expenses incurred by IFS in obtaining valuations of the Fund's portfolio securities. SHAREHOLDER SERVICING PLAN Under the terms of a Shareholder Servicing Plan (the Plan), the Fund may incur certain expenses for the compensation of persons providing ongoing services and/or maintenance of the Fund's shareholder accounts, not otherwise required to be provided by IFS. The basis for amounts paid under the Plan must be approved by the Board of Trustees and may not exceed 0.25% of the Fund's average daily net assets. For the six months ended February 28, 2003, the Fund incurred $20,154 and the Advisor subsequently reimbursed $18,088 of shareholder servicing fees under the Plan. ITEM 2. CODE OF ETHICS. Not applicable to Semiannual Reports. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable to Semiannual Reports. ITEMS 4-8. RESERVED ITEM 9. CONTROLS AND PROCEDURES. Not applicable to Semiannual Reports for the period ended February 28, 2003. ITEM 10. EXHIBITS. Certifications required by Item 10(b) of Form N-CSR are filed herewith. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2).] 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. (Registrant) Albemarle Investment Trust ------------------------------------------------------------------- By (Signature and Title) * /s/ John B. Kuhns - ------------------- John B. Kuhns President Date: May 9, 2003 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/ John B. Kuhns - ------------------- John B. Kuhns President Date: May 9, 2003 By (Signature and Title) * /s/ Jon L. Vannice - -------------------- Jon L. Vannice Vice President and Chief Financial Officer Date: May 9, 2003 * Print the name and title of each signing officer under his or her signature.