U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant of Rule 24f-2
Read instructions at end of Form before preparing Form
Please print or type.
1. Name and address of issuer:
The Nottingham Investment Trust II
105 North Washington Street, Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
2. Name of each series or class of funds for which this notice is filed:
Capital Value Fund
Investek Fixed Income Trust
ZSA Equity Fund
ZSA Asset Allocation Fund
The Brown Capital Management Equity Fund
The Brown Capital Management Balanced Fund
The Brown Capital Management Small Company Fund
3. Investment Company Act File Number:
811-6199
Securities Act File Number:
33-37458
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (See instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
402,492 shares $4,730,737
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
402,492 shares $4,730,737
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
160,868 shares $1,874,442
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $4,730,737
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): $1,874,442
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): ($17,114,280)
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a deduction to filing fees
pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus line (iv)]
(if applicable): ($10,509,101)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): X 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $0
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the for is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* Frank P. Meadows III
Chairman
Date May 29, 1996
*Please print the name and title of the signing officer below the signature.
POYNER & SPRUILL, L.L.P.
May 23, 1996
Tne Nottingham Investment Trust II
105 North Washington Street
Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
Ladies and Gentlemen:
This opinion is being delivered to you in connection with your Registration
Statement on Form N-lA under the Securities Act of 1933, as amended, under which
you have registered an indefinite number of shares of beneficial interest
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. In
particular, this opinion relates to the notice which you are filing under Rule
24f-2 ("Rule 24f-2 Notice") which makes definite in number the 563,360 shares of
beneficial interest which you sold in the year ended March 31, 1996 (the
"Shares") (73,803 shares of the Capital Value Fund, 201,763 shares of the
Investek Fixed Income Trust, 52,762 shares of the ZSA Equity Fund, 100,128
shares of the ZSA Asset Allocation Fund, 37,623 shares of The Brown Caital
Management Equity Fund Investor Shares, 58,581 shares of The Brown Capital
Management Balanced Fund Institutional Shares, 38,700 shares of The Brown
Capital Management Small Company Fund Institutional Shares).
We have made such inquiry of your officers and trustees and have examined such
corporate documents, records and certificates and other documents and such
questions of law as we have deemed necessary for the purposes of this opinion.
In rendering this opinion, we have relied, with your approval, as to all
questions of fact material to this opinion, upon certificates of public
officials and of your officers and have assumed, with your approval, that the
signatures on all documents examined by us are genuine, which facts we have not
independently verified.
Based upon and subject to the foregoing, we are of the opinion that the Shares
were legally and validly issued, fully paid and nonassessable.
With respect to the opinion stated above, we wish to point out that the
shareholders of a Massachusetts business trust may, under some circumstances, be
subject to assessment at the instance of creditors to pay the obligations of
such trust in the event that its assets are insufficient for the purpose.
We hereby consent to your attaching this opinion to the Rule 24f-2 Notice and
making it a part thereof. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
POYNER & SPRUILL, L.L.P.
