NOTTINGHAM INVESTMENT TRUST II
N-30D, 1997-06-11
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Letter to the Shareholders of Investek Fixed Income Trust

Dear Fellow Shareholders:

We are pleased to present the report for  Investek  Fixed  Income  Trust for the
twelve month period ending March 31, 1997.  The Trust achieved a total return of
5.38% for the period, ranking it 26th out of 540 funds in the intermediate term,
investment  grade  fixed  income  category  as  reported  by  Lipper  Analytical
Services.  For the  quarter  ending  March 31,  1997 the Trust  achieved a total
return of 0.41%, ranking it 4th out of 621 funds in the peer group. Dividends of
$0.65 per share were paid during the year.

Events during the year  presented a challenging  environment  for managing fixed
income  assets.  Interest  rates rose  throughout the year for securities at all
maturities  from three months to thirty years.  Treasury  securities with three,
five and ten year  maturities saw their yields  increase by 67, 67, and 58 basis
points respectively.

Calendar  year 1997 actually  started with a bang,  as bonds rallied  during the
first six weeks of the year on  declining  interest  rates.  But the trend  soon
reversed  due to worries  about an upsurge in  inflation.  And when the  Federal
Reserve raised the  federal-funds  rate to 5.5% for 5.25% on March 25, long term
interest rates rose above the psychologically important 7% mark, further eroding
investor confidence.

Many bond investors have become "Fed Watchers",  positioning portfolios based on
their  opinion that Fed Chairman  Greenspan  will  continue his war on inflation
with further rate hikes (or not).  This annual  communication  is a good time to
restate one of the  primary  principles  or our  management  process.  We do not
attempt to forecast  the  direction  of interest  rates.  Few are able to get it
right and the penalty for being wrong is extreme.  Instead, we add value through
individual  security  selection,  with a focus  on the high  quality  end of the
market.  History has proven this style to be effective  in achieving  our stated
investment  objective  of the Trust,  "to preserve  capital and  maximize  total
returns through active management of investment grade fixed income securities".

Thank  you  for  the  confidence  you  have  placed  in us.  We  appreciate  the
opportunity to be of service.

Sincerely,

Michael T. McRee
President
Investek Capital Management
<PAGE>
INVESTEK FIXED INCOME TRUST
PERFORMANCE UPDATE  - $50,000 INVESTMENT

For the period from November 15, 1991
(commencement of operations) to March 31, 1997

                  Investek Fixed Income Trust       Lehman Aggregate
 15-Nov-91                  50,000.00                   50,000.00
 31-Dec-91                  50,355.00                   51,720.00
 31-Mar-92                  50,612.00                   51,059.00
 30-Jun-92                  55,345.00                   53,119.00
 30-Sep-92                  53,918.00                   55,401.00
 31-Dec-92                  54,275.00                   55,548.00
 31-Mar-93                  56,875.00                   57,844.00
 30-Jun-93                  58,672.00                   59,378.00
 30-Sep-93                  60,027.00                   60,928.00
 31-Dec-93                  60,004.00                   60,964.00
 31-Mar-94                  57,698.00                   59,216.00
 30-Jun-94                  57,065.00                   58,606.00
 30-Sep-94                  57,281.00                   58,963.00
 31-Dec-94                  57,736.00                   59,186.00
 31-Mar-95                  60,426.00                   62,171.00
 30-Jun-95                  64,300.00                   65,959.00
 30-Sep-95                  64,918.00                   67,254.00
 31-Dec-95                  67,446.00                   70,120.00
 31-Mar-96                  66,892.00                   68,877.00
 30-Jun-96                  67,836.00                   69,268.00
 30-Sep-96                  68,958.00                   70,549.00
 31-Dec-96                  70,199.00                   72,665.00
 31-Mar-97                  70,487.00                   72,259.00

This graph depicts the performance of the Investek Fixed Income Trust versus the
Lehman Brothers Aggregate Bond Index. It is important to note the Investek Fixed
Income  Trust 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.

Average Annual Total Return

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

 Since Inception       One Year         Five Years

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

      6.59%             5.38%              6.85%

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


The graph  assumes an initial  $50,000  investment  at November  15,  1991.  All
dividends and distributions are reinvested.

At March 31,  1997,  the Fund would  have  grown to  $70,487 - total  investment
return of 40.97% since November 15, 1991.

At March 31, 1997, a similar  investment in the Lehman  Brothers  Aggregate Bond
Index  would  have grown to $72,259 - total  investment  return of 44.52%  since
November 15, 1991.

Past performance is not a guarantee of future performance. A mutual fund's share
price and investment return will vary with market conditions,  and the principal
value of shares,  when  redeemed,  may be worth  more or less than the  original
cost. Average annual returns are historical in nature and measure net investment
income  and  capital   gain  or  loss  from   portfolio   investments   assuming
reinvestments of dividends.
<PAGE>

                                       INVESTEK FIXED INCOME TRUST

                                        PORTFOLIO OF INVESTMENTS

                                             March 31, 1997
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

- -------------------------------------------------------------------------------------------------------
                                                                  Interest     Maturity        Value
                                                     Principal      Rate         Date        (note 1)
- -------------------------------------------------------------------------------------------------------

U. S. GOVERNMENT AND AGENCY OBLIGATIONS - 64.53%

  United States Treasury Note                         $125,000       5.750%     08/15/03       $117,788
  A.I.D. - Equador                                      90,244       7.050%     05/01/15         88,907
  A.I.D. - Ivory Coast                                 300,059       8.100%     12/01/06        304,542
  A.I.D. - Peru                                        186,590       8.350%     01/01/07        189,993
  A.I.D. - Zaire                                         5,010       7.375%     04/01/97          5,017
  B.A.L.T. Conway Partnership Title XI                 145,616      10.750%     11/15/03        148,714
  Cambridge Tanker Title XI                            209,630       8.450%     02/07/06        216,335
  Chilbar Ship Co. Title XI                             69,857       6.980%     07/15/01         70,130
  Federal Home Loan Mortgage Corporation
    REMIC 1553 Class E                                 500,000       6.250%     04/15/07        484,375
    Pool #W10001                                        64,000       6.420%     12/01/05         59,743
    REMIC  Pac-1(11) Class J                           500,000       7.500%     09/15/21        490,156
    Pool #240001 D                                      32,271       9.500%     11/01/97         32,752
  Federal National Mortgage Association
    Pool #73401                                        495,404       6.440%     03/01/06        467,236
    REMIC Series 1993-117 Class K                      478,939       6.500%     07/25/08        449,155
    REMIC Trust G93-20 Class PG                        243,000       6.500%     02/25/19        237,077
    REMIC Trust 1992-169 Class J                       250,000       6.500%     03/25/21        232,969
    REMIC Trust 1992-G52 Class C                        29,590       7.250%     08/25/20         29,720
    Pool #250138                                       108,423       7.500%     07/01/04        108,505
    REMIC Trust G95-2 Class L                          250,000       8.000%     05/17/04        252,109
  Federal National Mortgage Association Strip
    Series 66 Class 1                                  233,110       7.500%     01/01/20        229,040
  Global Industries Ltd. Title XI                    1,295,000       8.300%     07/15/20      1,320,698
  Government National Mortgage Association
    Pool #16402                                        268,025       8.500%     04/15/12        266,337
    Pool #383137                                       415,078       7.750%     03/15/11        414,380
  Marine Vessel Buffalo Title XI                       383,380       7.270%     09/01/03        389,204
  Moore McCormack Leasing - Series B                   204,000       8.875%     07/15/01        203,259
  Small Business Administration                        111,475       7.365%     12/06/09        109,273
  Small Business Administration 92-A                   325,995       7.600%     01/01/12        326,787
                                                                                              ---------
    Total U. S. Government and Agency Obligations (Cost $7,282,182)                           7,244,201
                                                                                              ---------

U. S. GOVERNMENT INSURED OBLIGATIONS - 11.91%

  Federal Housing Authority Project Loan
    Crystal City                                        64,158       2.900%     01/01/06         53,539
    Downtowner Apartments                              169,900       8.375%     11/01/11        166,748
    GMAC 32                                             88,024       7.430%     12/01/21         88,077
    Kinswood Apartments                                613,824       6.875%     10/01/14        606,898
    USGI #87                                           423,997       7.430%     08/01/23        422,310
                                                                                              ---------
    Total U. S. Government Insured Obligations (Cost $1,352,417)                              1,337,572
                                                                                              ---------
                                                                                           (Continued)
<PAGE>
                                      INVESTEK FIXED INCOME TRUST

                                        PORTFOLIO OF INVESTMENTS

                                             March 31, 1997

- -------------------------------------------------------------------------------------------------------
                                                                  Interest     Maturity        Value
                                                     Principal      Rate         Date        (note 1)
- -------------------------------------------------------------------------------------------------------

CORPORATE OBLIGATIONS - 4.12%

  GG1B Funding Corporation                            $478,333       7.430%     01/15/11       $462,396
    (Cost $478,333)

CONVENTIONAL MORTGAGE BACKED SECURITIES - 12.62%

  GE Capital Mortgage Services, Inc.
    REMIC Series 1993-17 Class A6                      650,000       6.500%     11/25/23        628,672
  Prudential Home Mortgage Securities
    REMIC Series 1992-50 Class A5                       85,000       7.625%     02/25/23         82,291
    REMIC Series 1994-2 Class A8                       500,000       6.750%     02/25/24        467,188
  Residential Funding Corporation
    REMIC Series 1993-S16 Class A6                     250,000       7.000%     05/25/23        238,828
                                                                                              ---------
    Total Conventional Mortgage Backed Securities (Cost $1,447,111)                           1,416,979
                                                                                              ---------
PRIVATE MORTGAGE BACKED SECURITIES - 2.36%

  Krauss/Schwartz Properties, Ltd.                     143,115       7.740%     02/18/04        137,577
  National Housing Partnership                         129,615       9.500%     05/01/03        127,812
                                                                                              ---------
    Total Private Mortgage Backed Securities (Cost $272,730)                                    265,389
                                                                                              ---------
PRIVATE PLACEMENT CORPORATE SECURITIES - 2.40%

  Rosewood Care Center Capital Funding Corporation
    First Mortgage Bonds                               295,489       7.250%     11/01/13        268,589
    (Cost $288,174)                                                                           ---------

                                                                                Shares
                                                                                --------
INVESTMENT COMPANY - 5.68%

  Performance Funds Trust Money Market Fund "A"                                  638,512        638,512
    (Cost $638,512)

Total Value of Investments (Cost $11,759,459 (a))                                 103.62 %  $11,633,638
Liabilities In Excess of Other Assets                                              (3.62)%     (406,497)
                                                                                   -----       --------
  Net Assets                                                                      100.00 %  $11,227,141
                                                                                  ======    ===========

(a)  Aggregate  cost for financial  reporting and federal income tax purposes is
     the  same.  Unrealized  appreciation   (depreciation)  of  investments  for
     financial reporting and federal income tax purposes is as follows:

    Unrealized appreciation                                                                     $50,314
    Unrealized depreciation                                                                    (176,135)
                                                                                               --------
             Net unrealized depreciation                                                      ($125,821)
                                                                                              =========

See accompanying notes to financial statements

</TABLE>
<PAGE>
                           INVESTEK FIXED INCOME TRUST

                       STATEMENT OF ASSETS AND LIABILITIES

                                 March 31, 1997


ASSETS
   Investments, at value (cost $11,759,459)                       $11,633,638
   Income receivable                                                  111,969
   Prepaid expenses                                                       162
   Other asset                                                          2,659
                                                                  -----------
      Total assets                                                 11,748,428
                                                                  -----------
LIABILITIES
   Accrued expenses                                                     2,379
   Payable for investment purchases                                   494,635
   Disbursements in excess of cash on demand deposit                   24,273
                                                                  -----------
      Total liabilities                                               521,287
                                                                  -----------
NET ASSETS
   (applicable to 1,124,668 Institutional Class Shares            $11,227,141
    outstanding; unlimited shares of no par value                 ===========
    beneficial interest authorized)

NET ASSET VALUE, REDEMPTION AND OFFERING PRICE
   PER INSTITUTIONAL CLASS SHARE
   ($11,227,141 / 1,124,668 shares)                                     $9.98
                                                                  ===========
NET ASSETS CONSIST OF
   Paid-in capital                                                $11,875,396
   Undistributed net investment income                                    170
   Accumulated net realized loss on investments                      (522,604)
   Net unrealized depreciation on investments                        (125,821)
                                                                  -----------
                                                                  $11,227,141
                                                                  ===========






















See accompanying notes to financial statements
<PAGE>
                          INVESTEK FIXED INCOME TRUST

                            STATEMENT OF OPERATIONS

                           Year ended March 31, 1997


INVESTMENT INCOME

   Income
      Interest                                                      $828,391
      Dividends                                                       20,634
                                                                   ---------
         Total income                                                849,025
                                                                   ---------
   Expenses
      Investment advisory fees (note 2)                               52,526
      Fund administration fees (note 2)                               17,511
      Custody fees                                                     7,443
      Registration and filing administration fees                      2,252
      Fund accounting fees (note 2)                                   21,000
      Audit fees                                                      11,808
      Legal fees                                                       5,288
      Securities pricing fees                                          1,115
      Shareholder recordkeeping fees                                     808
      Shareholder servicing expenses                                   3,532
      Registration and filing expenses                                 3,362
      Printing expenses                                                1,416
      Trustee fees and meeting expenses                                6,751
      Other operating expenses                                         5,293
                                                                  ----------
         Total expenses                                              140,105
                                                                  ----------
         Less Investment advisory fees waived (note 2)               (35,023)
                                                                  ----------
         Net expenses                                                105,082
                                                                  ----------
            Net investment income                                    743,943
                                                                  ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

   Net realized gain from investment transactions                     40,347
   Decrease in unrealized appreciation on investments               (171,926)
                                                                  ----------
      Net realized and unrealized loss on investments               (131,579)
                                                                  ----------
         Net increase in net assets resulting from operations       $612,364
                                                                  ==========











See accompanying notes to financial statements
<PAGE>
                                      INVESTEK FIXED INCOME TRUST

                                  STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
- ------------------------------------------------------------------------------------------------------
                                                                          Year ended      Year ended
                                                                           March 31,      March 31,
                                                                             1997            1996
- ------------------------------------------------------------------------------------------------------

DECREASE IN NET ASSETS

  Operations
     Net investment income                                                   $743,943        $905,819
     Net realized gain (loss) from investment transactions                     40,347         (30,968)
     Increase (decrease) in unrealized appreciation on investments           (171,926)        660,566
                                                                             --------         -------

        Net increase in net assets resulting from operations                  612,364       1,535,417
                                                                              -------       ---------

  Distributions to shareholders from
     Net investment income                                                   (748,208)       (905,271)
                                                                             --------        --------

  Capital share transactions
     Decrease in net assets resulting from capital share transactions (a)    (898,136)     (3,352,499)
                                                                             --------      ----------

           Total decrease in net assets                                    (1,033,980)     (2,722,353)

NET ASSETS

  Beginning of year                                                        12,261,121      14,983,474
                                                                           ----------      ----------

  End of year (including undistributed net investment income              $11,227,141     $12,261,121
               of $170 in 1997 and $4,435 in 1996)                        -----------      ----------



(a) A summary of capital share activity follows:
                                     ----------------------------------------------------------------
                                                   Year ended                      Year ended
                                                 March 31, 1997                   March 31, 1996
                                     ----------------------------------------------------------------
                                               Shares           Value         Shares          Value
                                             ---------       ---------       --------       ---------
Shares sold                                     90,260        $912,132        148,043      $1,503,798
Shares issued for reinvestment
  of distributions                              46,737         470,441         53,720         545,148
                                                ------         -------         ------         -------
                                               136,997       1,382,573        201,763       2,048,946

Shares redeemed                               (225,604)     (2,280,709)      (526,499)     (5,401,445)
                                              --------      ----------       --------      ----------
  Net decrease                                 (88,607)      $(898,136)      (324,736)    $(3,352,499)
                                              ========      ==========       ========     ===========









See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                   INVESTEK FIXED INCOME TRUST

                                                       FINANCIAL HIGHLIGHTS

                                          (For a Share Outstanding Throughout the Year)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            Year ended    Year ended      Year ended     Year ended     Year ended
                                                              March 31,     March 31,       March 31,      March 31,      March 31,
                                                                  1997          1996            1995           1994           1993
- ------------------------------------------------------------------------------------------------------------------------------------

Net asset value, beginning of year                              $10.11         $9.74           $9.93         $10.48          $9.92

   Income (loss) from investment operations
      Net investment income                                       0.65          0.66            0.63           0.61           0.65
      Net realized and unrealized gain (loss) on investments     (0.13)         0.37           (0.19)         (0.43)          0.56
                                                                 -----          ----           -----          -----           ----
         Total from investment operations                         0.52          1.03            0.44           0.18           1.21
                                                                  ----          ----            ----           ----           ----
   Distributions to shareholders from
      Net investment income                                      (0.65)        (0.66)          (0.63)         (0.60)         (0.64)
      Net realized gain from investment transactions              0.00          0.00            0.00          (0.13)         (0.01)
                                                                  ----          ----            ----          -----          -----
         Total distributions                                     (0.65)        (0.66)          (0.63)         (0.73)         (0.65)
                                                                 -----         -----           -----          -----          -----

Net asset value, end of year                                     $9.98        $10.11           $9.74          $9.93         $10.48
                                                                 =====        ======           =====          =====         ======


Total return                                                      5.38%        10.70%           4.73%          1.43%         12.49%
                                                                  ====         =====            ====           ====          =====

Ratios/supplemental data

   Net assets, end of period                               $11,227,141   $12,261,121     $14,983,474    $17,641,814     $5,267,626
                                                           ===========   ===========     ===========    ===========     ==========

   Ratio of expenses to average net assets
      Before expense reimbursements and waived fees               1.20%         1.08%           1.08%          1.41%          1.69%
      After expense reimbursements and waived fees                0.90%         0.87%           0.77%          0.77%          0.95%

   Ratio of net investment income to average net assets
      Before expense reimbursements and waived fees               6.07%         6.20%           6.15%          5.45%          5.50%
      After expense reimbursements and waived fees                6.37%         6.41%           6.45%          5.82%          6.24%

   Portfolio turnover rate                                       32.94%        16.57%          19.64%         34.42%         59.78%




See accompanying notes to financial statements
</TABLE>
<PAGE>
                           INVESTEK FIXED INCOME TRUST

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

The Investek  Fixed Income Trust (the "Fund") is a diversified  series of shares
of beneficial interest of The Nottingham Investment Trust II (the "Trust").  The
Trust, an open-end  investment  company,  was organized on October 18, 1990 as a
Massachusetts  Business Trust and is registered under the Investment Company Act
of 1940, as amended. The investment objective of the Fund is to preserve capital
and maximize total returns through active  management of investment  grade fixed
income securities. The Fund began operations on November 15, 1991.

Pursuant to a plan approved by the Board of Trustees of the Trust,  the existing
single class of shares of the Fund was redesignated as the Institutional  Shares
of the Fund on August 1, 1996, and an additional  class of shares,  the Investor
Shares, was authorized.  To date, only Institutional  Shares have been issued by
the Fund.  The  Investor  Shares will be sold with a sales  charge and will bear
potential  distribution  expenses and service fees. The Institutional Shares are
sold without a sales charge and bears no shareholder  servicing or  distribution
fees. The following is a summary of significant  accounting policies followed by
the Fund.

A.   Security  Valuation - The Fund's  investments  in securities are carried at
     value.  Securities  listed on an  exchange  or quoted on a national  market
     system are valued at the last sales  price as of 4:00 p.m.,  New York time.
     Securities for which market quotations are not readily available are valued
     in good faith using a method  approved by the  Trust's  Board of  Trustees,
     taking  into  consideration  institutional  bid and last sale  prices,  and
     securities prices, yields,  estimated maturities,  call features,  ratings,
     institutional  trading in similar  groups of  securities  and  developments
     related to specific securities.  Short-term  investments are valued at cost
     which approximates value.

     The financial  statements include securities valued at $11,633,638 (104% of
     net assets) whose values have been estimated using a method approved by the
     Trust's  Board of Trustees.  Such  securities  are valued by using a matrix
     system,  which is based upon the factors  described above and  particularly
     the spread between  yields on the securities  being valued and yields on U.
     S. Treasury  securities  with similar  remaining  years to maturity.  Those
     estimated  values may differ from the values that would have  resulted from
     actual purchase and sale transactions.

B.   Federal Income Taxes - The Fund is considered a personal holding company as
     defined  under  Section 542 of the  Internal  Revenue Code since 50% of the
     value of the Fund's  shares were owned  directly or  indirectly  by five or
     fewer  individuals  at certain times during the last half of the year. As a
     personal  holding  company,  the Fund is subject to federal income taxes on
     undistributed  personal  holding  company income at the maximum  individual
     income tax rate. No provision has been made for federal  income taxes since
     substantially  all taxable income has been distributed to shareholders.  It
     is the policy of the Fund to comply  with the  provisions  of the  Internal
     Revenue Code  applicable  to  regulated  investment  companies  and to make
     sufficient  distributions  of taxable income to relieve it from all federal
     income taxes.

     The Fund has capital loss  carryforwards for federal income tax purposes of
     $562,951,  $492,567 of which  expires in the year 2003 and $70,384 of which
     expires in the year 2004.  It is the  intention of the Board of Trustees of
     the Trust not to distribute any realized gains until the carryforwards have
     been offset or expire.




                                                                     (Continued)
<PAGE>



                           INVESTEK FIXED INCOME TRUST

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997


Net  investment  income  (loss) and net realized  gains  (losses) may differ for
financial statement and income tax purposes primarily because of losses incurred
subsequent  to October  31,  which are  deferred  for income tax  purposes.  The
character of  distributions  made during the year from net investment  income or
net realized gains may differ from their ultimate  characterization  for federal
income tax  purposes.  Also,  due to the timing of dividend  distributions,  the
fiscal year in which amounts are  distributed  may differ from the year that the
income or realized gains were recorded by the Fund.

C.   Investment Transactions - Investment transactions are recorded on the trade
     date.   Realized  gains  and  losses  are  determined  using  the  specific
     identification cost method. Interest income is recorded daily on an accrual
     basis.

D.   Distributions  to  Shareholders  - The Fund  generally  declares  dividends
     monthly,  on  a  date  selected  by  the  Trust's  Trustees.  In  addition,
     distributions  may be made  annually in December out of net realized  gains
     through October 31 of that year. Distributions to shareholders are recorded
     on the  ex-dividend  date.  The Fund may make a  supplemental  distribution
     subsequent to the end of its fiscal year ending March 31.

E.   Use of Estimates - The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and assumptions  that affect the amounts of assets,  liabilities,
     expenses and revenues reported in the financial statements.  Actual results
     could differ from those estimated.


NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

Pursuant to an investment advisory agreement,  Investek Capital Management, Inc.
(the  "Advisor")  provides the Fund with a continuous  program of supervision of
the Fund's assets,  including the  composition  of its portfolio,  and furnishes
advice and recommendations with respect to investments, investment policies, and
the purchase and sale of  securities.  As  compensation  for its  services,  the
Advisor  receives a fee at the annual rate of 0.45% of the Fund's  average daily
net assets.

Currently,  the Fund does not offer its shares for sale in states which  require
limitations  to be placed on its  expenses.  The  Advisor  currently  intends to
voluntarily waive all or a portion of its fee and reimburse expenses of the Fund
to limit total Fund operating  expenses to 0.90% of the average daily net assets
of the Fund. There can be no assurance that the foregoing  voluntary fee waivers
or reimbursements will continue. The Advisor has voluntarily waived a portion of
its fee  amounting  to $35,023  ($0.03  per share) for the year ended  March 31,
1997.

The Fund's administrator, The Nottingham Company (the "Administrator"), provides
administrative  services  to  and  is  generally  responsible  for  the  overall
management and  day-to-day  operations of the Fund pursuant to an accounting and
administrative  agreement with the Trust. As compensation for its services,  the
Administrator  receives a fee at the annual rate of 0.15% of the Fund's  average
daily net assets.  The  Administrator  also receives a monthly fee of $1,750 for
accounting and recordkeeping services.  Additionally,  the Administrator charges
the Fund for servicing of shareholder  accounts and  registration  of the Fund's
shares. The contract with the Administrator provides that the aggregate fees for
the aforementioned  administration,  accounting and recordkeeping services shall
not be less than $3,000 per month. The  Administrator  also charges the Fund for
certain expenses involved with the daily valuation of portfolio securities.

                                                                     (Continued)
<PAGE>


                           INVESTEK FIXED INCOME TRUST

                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1997



Certain Trustees and officers of the Trust are also officers of the Advisor, the
Distributor or the Administrator.


NOTE 3 - PURCHASES AND SALES OF INVESTMENTS

Purchases  and  sales  of  investments,   other  than  short-term   investments,
aggregated $3,692,489 and $4,305,406, respectively, for the year ended March 31,
1997.



<PAGE>
INDEPENDENT AUDITORS' REPORT


To the Board of Trustees and Shareholders of 
The Nottingham Investment Trust II:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments, of Investek Fixed Income Trust (a portfolio of The
Nottingham Investment Trust II) as of March 31, 1997, and the related statements
of operations and changes in net assets,  and financial  highlights for the year
then  ended.  These  financial  statements  and  financial  highlights  are  the
responsibility of the Trust'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 March 31, 1996
and the  financial  highlights  for the four years in the period ended March 31,
1996 were audited by other  auditors,  whose reports thereon dated May 14, 1996,
expressed an unqualified opinion.

We conducted our audit in accordance with generally accepted auditing standards.
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 the securities owned as of March 31, 1997 by
correspondence  with the custodian and brokers;  where replies were not received
from brokers,  we performed  other auditing  procedures.  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 1997 financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Investek Fixed Income Trust as of March 31, 1997, the results of its operations,
the  changes in its net assets and its  financial  highlights  for the year then
ended in conformity with generally accepted accounting principles.


/S/ DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
April 25, 1997


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