NOTTINGHAM INVESTMENT TRUST II
DEFS14A, 2000-11-28
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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant                        (X)
Filed by a Party other than the Registrant     ( )

Check the appropriate box:

( )  Preliminary Proxy Statement
(X)  Definitive Proxy Statement
( )  Definitive Additional Materials
( )  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
( )  Confidential, for Use of the Commission Only (as permitted by Rule
     14c-6(e)(2)

________________________________________________________________________________

                         Nottingham Investment Trust II
________________________________________________________________________________
                (Name of Registrant as Specified in Its Charter)

               ___________________________________________________
                   (Name of Person(s) Filing Proxy Statement,
                          if other than the Registrant)

Payment of filing fee (Check the appropriate box):

(X)  No fee required.
( )  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)  Title of each class of securities to which transaction applies:

     --------------------------------------------------------------
(2)  Aggregate number of securities to which transaction applies:

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

(3)  Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange Act Rule 0-11: (Set forth the amount on which the filing fee is
     calculated and state how it was determined.)

     --------------------------------------------------------------
(4)  Proposed maximum aggregate value of transaction:

     --------------------------------------------------------------
(5)  Total fee paid:

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

( )  Fee paid with preliminary materials.
( )  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:

     --------------------------------------------------------------
(2)  Form, Schedule or Registration Statement No.:

     --------------------------------------------------------------
(3)  Filing Party:

     --------------------------------------------------------------
(4)  Date Filed:

     --------------------------------------------------------------
<PAGE>

                         Nottingham Investment Trust II
                                On behalf of the
                      Brown Capital Management Equity Fund
                                     and the
                     Brown Capital Management Balanced Fund
                           105 North Washington Street
                                 Post Office 69
                     Rocky Mount, North Carolina 27801-0069


                                November 28, 2000


Dear Shareholder:

         You are cordially  invited to attend a Special  Meeting of Shareholders
of the Brown Capital  Management  Equity Fund and the Brown  Capital  Management
Balanced Fund, each a series of the Nottingham  Investment  Trust II, to be held
at the offices of NC Shareholder  Services,  107 North Washington  Street,  Post
Office Box 4365, Rocky Mount, North Carolina 27803-0365, on Wednesday,  December
27,  2000 at 10:00  a.m.  We hope that you can  attend  the  Special  Meeting in
person;  however, we urge you in any event to vote your shares by completing and
returning  the  enclosed  proxy  in  the  envelope  provided  at  your  earliest
convenience.

         At this  Special  Meeting,  you will be asked to consider  proposals to
approve new  Investment  Advisory  Agreements  and to discuss  other  matters of
interest to you as a shareholder. After carefully considering the proposals, the
Board of Trustees recommends that you vote "FOR" the proposals.

         We appreciate your participation and prompt response in this matter and
thank you for your continued support.


Sincerely,

Eddie C. Brown
President, Brown Capital Management, Inc.
Trustee, Nottingham Investment Trust II





<PAGE>

                         NOTTINGHAM INVESTMENT TRUST II
                                  on behalf of
                      Brown Capital Management Equity Fund
                     Brown Capital Management Balanced Fund




                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON DECEMBER 27, 2000




To the Shareholders of the Brown Capital  Management Equity Fund ("Equity Fund")
and the Brown Capital Management Balanced Fund ("Balanced Fund")  (collectively,
the "Funds"):

A  special  meeting  of the  Shareholders  of the  Funds,  each a series  of the
Nottingham  Investment  Trust II  ("Trust"),  will be held at the  offices of NC
Shareholder  Services (the Trust's Dividend  Disbursing and Transfer Agent), 107
North  Washington  Street,  Post Office Box 4365,  Rocky Mount,  North  Carolina
27803-0365,  on  Wednesday,  December 27, 2000,  at 10:00 a.m. for the following
purposes:

1.   To  approve a new  Investment  Advisory  Agreement  between  Brown  Capital
     Management, Inc. ("Advisor"),  and the Trust, on behalf of the Equity Fund,
     that changes the investment advisory fees paid by the Equity Fund;

2.   To approve a new Investment  Advisory Agreement between the Advisor and the
     Trust, on behalf of the Balanced Fund, that changes the investment advisory
     fees paid by the Balanced Fund; and

3.   To transact  such other  business as may  properly  come before the Special
     Meeting of Shareholders or any adjournments thereof.

Shareholders  of  record at the close of  business  on  October  27,  2000,  are
entitled to notice of, and to vote at the Special Meeting. Regardless of whether
you plan to  attend  the  Special  Meeting,  PLEASE  COMPLETE,  SIGN AND  RETURN
PROMPTLY THE ENCLOSED  PROXY CARD so that a quorum will be present and a maximum
number of shares may be voted. If you are present at the meeting, you may change
your vote, if desired, at that time.

For the Board of Trustees,


/s/ C. Frank Watson, III
___________________________
C. Frank Watson, III
Secretary


November 28, 2000

<PAGE>

                                 PROXY STATEMENT

         Special Meeting of Shareholders to be held on December 27, 2000

         This Proxy  Statement  is  furnished  by the Board of  Trustees  of the
Nottingham  Investment Trust II ("Trust") in connection with the solicitation of
votes for use at the Special  Meeting of  Shareholders  (the  "Meeting")  of the
Brown Capital  Management  Equity Fund ("Equity Fund") and the and Brown Capital
Management  Balanced Fund ("Balanced  Fund")  (collectively,  the "Funds") to be
held on  Wednesday,  December  27,  2000,  at  10:00  a.m.,  at the  offices  NC
Shareholders  Services (the Trust's Dividend Disbursing and Transfer Agent), 107
North  Washington  Street,  Post Office Box 4365,  Rocky Mount,  North  Carolina
27803-0365,  for the purposes set forth below and in the accompanying  Notice of
Special Meeting. At the Meeting, the Funds' Shareholders will be asked:

1.   To approve a new Investment  Advisory  Agreement ("New Agreement")  between
     Brown Capital Management,  Inc. ("Advisor") and the Trust, on behalf of the
     Equity Fund,  that changes the investment  advisory fees paid by the Equity
     Fund;

2.   To approve a new Investment  Advisory  Agreement ("New Agreement")  between
     the Advisor and the Trust, on behalf of the Balanced Fund, that changes the
     investment advisory fees paid by the Balanced Fund; and

3.   To transact  such other  business as may  properly  come before the Special
     Meeting of Shareholders or any adjournments thereof.

Solicitation of Proxies

         Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about November 28, 2000.  Shareholders
of the Funds whose shares are held by nominees,  such as brokers, can vote their
proxies  by  contacting  their  respective  nominee.  The  Advisor  will pay the
expenses  incurred in  connection  with this Notice and Proxy  Statement and the
Meeting,  including  the printing,  mailing,  solicitation  and vote  tabulation
expenses, legal fees, and out of pocket expenses.

         A shareholder  may revoke the  accompanying  proxy at any time prior to
its use by filing with the Trust a written  revocation  or duly  executed  proxy
bearing a later date. In addition,  any  Shareholder  who attends the Meeting in
person may vote by ballot at the Meeting, thereby canceling any proxy previously
given. The persons named in the accompanying  proxy will vote as directed by the
proxy,  but in the absence of voting  directions in any proxy that is signed and
returned,  they intend to vote "FOR" each of the Proposals and may vote at their
discretion with respect to other matters not now known to the Board of the Trust
that may be presented at the Meeting.

Voting Rights

         The Proposals in this proxy statement affect only the Funds,  which are
two separate series of the seven series of the Trust. As a result,  the Board of
Trustees of the Trust is soliciting votes only from Shareholders of the Funds.

         Each  share,  $0.01 par value,  of each of the Funds is entitled to one
vote.  Shareholders of each of the Funds at the close of business on October 27,
2000  (the  "Record  Date")  will be  entitled  to be  present  and give  voting
instructions  for each Fund at the Meeting with respect to their shares owned as
of such Record Date. As of October 27, 2000,  there were  505,755.411  shares of
the  Equity  Fund  outstanding  and  entitled  to vote as of such  Record  Date,
representing total net assets of $11,414,900. As of October 27, 2000, there were
839,851.539  shares of the Balanced Fund  outstanding and entitled to vote as of
such Record Date, representing total net assets of $14,924,162.

                                       1
<PAGE>

         A majority of the outstanding shares of each of the Funds on the Record
Date,  represented in person or by proxy, must be present to constitute a quorum
for the  transaction  of each Fund's  business at the  Meeting.  Approval of the
Proposals  to adopt  the New  Agreement,  as to each of the  Funds,  requires  a
"Majority Vote." For purposes of this requirement,  a "Majority Vote" shall mean
a "majority of the outstanding  voting securities" of the Fund as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). That is, either (i)
67% or more of the shares of the Fund present at the  Meeting,  if more than 50%
of the  outstanding  shares of the Fund are present or represented by proxy,  or
(ii) more than 50% of the outstanding shares of the Fund, whichever is less.

         If a quorum is not  present at the  Meeting,  or if a quorum is present
but  sufficient  votes to approve any or all of the  Proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. In determining whether to adjourn the
Meeting,  the following  factors may be considered:  the nature of the Proposals
that are the subject of the Meeting,  the percentage of votes actually cast, the
percentage  of  negative   votes  actually  cast,  the  nature  of  any  further
solicitation and the information to be provided to Shareholders  with respect to
the reasons for the  solicitation.  Any adjournment will require the affirmative
vote of a majority of those  shares  represented  at the Meeting in person or by
proxy.  A shareholder  vote may be taken on one or more of the Proposals in this
proxy statement prior to any adjournment if sufficient  votes have been received
with respect to a Proposal.

         In tallying  shareholder  votes,  abstentions  and  "broker  non-votes"
(i.e.,  shares held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or person entitled to vote and (ii) the
broker or  nominee  does not have  discretionary  voting  power on a  particular
matter) will be counted for purposes of determining  whether a quorum is present
for purposes of convening the meeting.  Abstentions and broker non-votes will be
considered to be both present at the meeting and issued and outstanding  and, as
a result,  will have the effect of being  counted as voted  against a particular
Proposal.

Principal Holders of Voting Securities

         As of October 27,  2000,  the  Trustees  and Officers of the Trust as a
group owned beneficially (i.e., had voting and/or investment power) 2.40% of the
then outstanding  Institutional Class shares of the Equity Fund and 3.11% of the
Balanced Fund. On the same date the following  Shareholders owned of record more
than 5% of the outstanding Institutional shares of the Funds. Except as provided
below,  no person is known by the Trust to be the beneficial  owner of more than
5% of the  outstanding  Institutional  Class shares of either of the Funds as of
October 27, 2000.


                                   EQUITY FUND


Name and Address of                   Amount and Nature of
Beneficial Owner                      Beneficial Ownership            Percent
----------------                      --------------------            -------


Brown Family Limited Partnership       138,135.690 shares              27.31%
11102 Old Carriage Road
Glen Arm, Maryland  21057

Chris E. Dishman                        99,010.091 shares              19.58%
Karen T. Dishman
5019 Mariposa Circle
Fresno, Texas  77545

Great West Life & Annuity               34,715.651 shares               6.86%
401(k) Plan
8515 E. Orchard Road
Englewood, Colorado  80111

                                       2
<PAGE>

                                  BALANCED FUND


Name and Address of                     Amount and Nature of
Beneficial Owner                        Beneficial Ownership          Percent
----------------                        --------------------          -------

Brown Capital Management, Inc.           162,695.721 shares            19.37%
Money Purchase Pension & Profit
Sharing Trust
1201 North Calvert Street
Baltimore, Maryland 21202

Trustlynx & Co.                          115,025.286 shares            13.70%
Post Office Box 173736
Denver, Colorado 80217

Great West Life & Annuity                102,563.245 shares            12.21%
fbo City of Baltimore 401(k) Plan
8515 E. Orchard Road
Englewood, Colorado  80111

Charles S. Thurston IRA                   86,055.356 shares            10.25%
701 North St. Mary's Street #35
San Antonio, Texas 78205

Raymond Haysbert IRA                      55,442.869 shares             6.60%
3300 Hillen Road
Baltimore, Maryland 21218

Diana M. Epps Beneficiary UTA             42,689.014 shares             5.08%
Charles Schwab & Co., Inc. IRA
1040 Deer Ridge Drive #144
Baltimore, Maryland  21210



PROPOSALS NO. 1 and 2:  APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT

         Brown Capital Management, Inc., serves as investment advisor to each of
the Funds pursuant to an existing  Investment Advisory Agreement with the Trust,
on behalf of the Funds. The existing  Investment Advisory Agreement was approved
by Trust's Board of Trustees,  including a majority of the Trustees who were not
parties to the  Investment  Advisory  Agreement  or  interested  persons of such
parties ("Independent Trustees") at a meeting held on December 10, 1992, and was
last  approved by the  Trust's  Board of  Trustees,  including a majority of the
Independent Trustees, at a meeting held on September 27, 2000.

                                       3
<PAGE>

         On September 27, 2000, a majority of the Board of Trustees, including a
majority of the  Independent  Trustees,  approved the New Agreement that changes
the  investment  advisory  fees  paid by each of the  Funds  to the  Advisor  by
increasing the breakpoint of the tiered fee structure. The effect of this change
will be to increase the investment advisory fees incurred by each of the Funds.

         Shareholders of the Funds are being asked to approve the New Agreement.
Set forth below is a description of the changes in the investment  advisory fees
that would result if the Proposals to adopt the New  Agreement are approved,  as
well as a description of certain other  provisions of the New  Agreement,  which
will not change as a result of approving  the  Proposals.  The New  Agreement is
attached hereto as Appendix A.

         If the Proposals are approved by  Shareholders,  the New Agreement will
continue from year to year (after its initital two year term), as to each of the
Funds, unless earlier terminated, provided that such continuance is specifically
approved at least  annually (i) by the Trust's  Board of Trustees or by the vote
of a majority of the outstanding voting securities of each of the Funds, and, in
either  case,  (ii) by a majority of the Trust's  Independent  Trustees.  In the
event that the  Shareholders  of either the Balanced  Fund or the Equity Fund do
not approve the New Agreement, the Advisor would continue to serve as investment
advisor  to  that  particular  Fund  under  the  existing   Investment  Advisory
Agreement,  and the Trustees may consider  other  possible  courses of action to
accomplish  the purposes for which the  Proposals  have been made,  subject,  as
required, to approval by the Shareholders of that Fund.

Rate of Compensation Under the New Investment Advisory Agreement

         The proposed Agreement changes the investment advisory fees paid to the
Advisor by each of the Funds from a tiered fee with a breakpoint  at $25 million
to a tiered fee with a breakpoint at $100 million.  As a result,  the investment
advisory fees paid by each of the Funds under the New Agreement would be greater
than would be paid under the existing fee structure.

         The Advisor is paid for its services  based on an annual  percentage of
the average daily net assets of each of the Funds.  The investment  advisory fee
is computed and accrued daily and paid monthly. The following table compares the
current fee structure for the Funds with the proposed fee structure:

<TABLE>
<S>             <C>                                     <C>
---------------- ---------------------------------------- --------------------------------------------
    Fee Rate              Current Fee Structure                      Proposed Fee Structure
---------------- ---------------------------------------- --------------------------------------------
     0.65%       On the first $25 million of assets.      On the first $100 million of assets.
---------------- ---------------------------------------- --------------------------------------------
     0.50%       On all assets in excess of $25 million.  On all assets in excess of $100 million.
---------------- ---------------------------------------- --------------------------------------------

</TABLE>






                                       4
<PAGE>

         The table below  describes  the fees and  expenses  under the  existing
Investment  Advisory  Agreement and under the New Agreement  that you may pay if
you buy and hold shares of either of the Funds:

<TABLE>
<S>                                   <C>                <C>                  <C>                 <C>

                                       Annual Fund Operating Expenses
                          (expenses that are deducted from Each of the Funds Assets)
                          ----------------------------------------------------------

                                   Fee Structure Under the Existing      Fee Structure Under the New Investment
                                     Investment Advisory Agreement                 Advisory Agreement

                                       Equity             Balanced             Equity             Balanced
                                        Fund                Fund                Fund                Fund
                                        ----                ----                ----                ----
Management Fees                         0.65%               0.65%               0.65%               0.65%
Distribution and/or Service
  (12b-1) Fees                          None                None                None                None

Other Expenses                          1.10%               0.94%               1.10%               0.94%
                                        ----                ----                ----                ----
Total Annual Fund Operating Expenses    1.75%^1             1.59%^1             1.75%^1             1.59%^1
Fee Waiver and/or Expense
   Reimbursement                       (0.55)%             (0.39)%             (0.55)%             (0.39)%
                                        ----                ----                ----                ----
Net Expenses                            1.20%               1.20%               1.20%               1.20%
                                        ====                ====                ====                ====

</TABLE>

1.   "Total  Annual Fund  Operating  Expenses"  are based upon  actual  expenses
     incurred  by each of the Funds for the fiscal  year ended  March 31,  2000.
     Under an Expense  Limitation  Agreement  between  the Trust and the Advisor
     (see below for more details), the Advisor has agreed to waive or reduce its
     fees and to assume other expenses of each of the Funds, if necessary, in an
     amount that limits Total Fund  Operating  Expenses  (exclusive of interest,
     taxes,  brokerage fees and commissions,  and  extraordinary  expenses,  and
     payments,  if any,  under a Rule 12b-1  Plan) to not more than 1.20% of the
     average  daily net  assets for the Equity  Fund and  Balanced  Fund for the
     fiscal year to end March 31, 2001.

Example:  This Example shows you the expenses you may pay over time by investing
in either of the Funds. Since all Funds use the same hypothetical conditions, it
should help you compare the costs of  investing in the Funds versus other funds.
The Example assumes the following conditions:

(1)  You invest  $10,000 in either of the  Balanced  Fund or the Equity Fund for
     the periods shown;
(2)  You reinvest all dividends and distributions;
(3)  You redeem all of your shares at the end of those periods;
(4)  You earn a 5% total return; and
(5)  The Fund's expenses remain the same.







                                       5
<PAGE>

Although your actual costs may be higher or lower, the following table shows you
what your costs may be under the conditions listed above.

<TABLE>
<S>                        <C>                 <C>              <C>              <C>           <C>

--------------------------- ------------------- ---------------- ---------------- ------------- -------------------
                                   Fund              1 Year          3 Years         5 Years         10 Years
--------------------------- ------------------- ---------------- ---------------- ------------- -------------------
      Fees Under the            Equity Fund           $122             $497           $897            $2,017
    Existing Investment     ------------------- ---------------- ---------------- ------------- -------------------
    Advisory Agreement         Balanced Fund          $122             $464           $829            $1,856
--------------------------- ------------------- ---------------- ---------------- ------------- -------------------
      Fees Under the            Equity Fund           $122             $497           $897            $2,017
      New Agreement         ------------------- ---------------- ---------------- ------------- -------------------
                               Balanced Fund          $122             $464           $829            $1,856
--------------------------- ------------------- ---------------- ---------------- ------------- -------------------

</TABLE>

         As of March 31,  2000,  the net assets of the Equity Fund were  $10.394
million.  At that net asset level, the effective  investment  advisory fee under
the  current  fee  structure  is 0.65% of the Equity  Fund's  average  daily net
assets.  For the fiscal year ended March 31, 2000, the investment  advisory fees
for the  Equity  Fund were  $64,007.  Under the New  Agreement,  the  investment
advisory fees for the Equity Fund for the fiscal year ended March 31, 2000 would
have  remained at  $64,007,  representing  no increase  above the fees that were
actually incurred because the net assets are below the current breakpoint of $25
million under the current fee structure.

         As of March 31, 2000,  the net assets of the Balanced Fund were $14.278
million.  At that net asset level, the effective  investment  advisory fee under
the current fee  structure is 0.65% of the  Balanced  Fund's  average  daily net
assets.  For the fiscal year ended March 31, 2000, the investment  advisory fees
for the Balanced  Fund were $75,855.  Under the New  Agreement,  the  investment
advisory  fees for the  Balanced  Fund for the fiscal  year ended March 31, 2000
would have  remained at $75,855,  representing  no increase  above the fees that
were actually  incurred because the net assets are below the current  breakpoint
of $25 million under the current fee structure.

         The  Advisor  voluntarily  waived  all  or a  portion  of its  fee  and
reimbursed  a portion of the Equity  Fund's  operating  expenses  for the fiscal
years ended March 31, 1998 and 1999.  The total fees waived  amounted to $41,375
(the Advisor received $248 of its fee), and $51,828 (the Advisor received $2,754
of its fee),  respectively,  and  expenses  reimbursed  amounted to $8,549,  and
$5,117,  respectively.  For the fiscal  year ended March 31,  2000,  the Advisor
received $9,936 of its fee after waiving $54,071 of its fee.

         The Advisor  voluntarily waived its fee and reimbursed a portion of the
Balanced Fund's operating expenses for the fiscal years ended March 31, 1998 and
1999.  The total fees waived amounted to $32,686 and $44,418,  respectively, and
expenses  reimbursed  amounted to $18,899  and  $17,850,  respectively.  For the
fiscal year ended March 31, 2000, the Advisor  received $30,866 of its fee after
waiving $44,989 of its fee.

Expense Limitation Agreement

         In the  interest of  limiting  the  expenses of each Fund,  the Advisor
entered into an Expense  Limitation  Agreement with the Trust on March 20, 2000,
with respect to each of the Funds ("Expense Limitation Agreement"),  pursuant to
which the  Advisor  has  agreed  to waive or limit its fees and to assume  other
expenses so that the total  annual  operating  expenses of the Funds (other than
interest, taxes, brokerage commissions, other expenditures which are capitalized
in  accordance  with  generally  accepted  accounting   principles,   and  other
extraordinary  expenses  not  incurred  in the  ordinary  course of each  Fund's
business,  and  amounts,  if any,  payable  pursuant  to a Rule 12b-1  Plan) are
limited to 1.20% of the average daily assets of the Equity Fund and the Balanced
Fund. The Expense Limitation  Agreement shall continue in effect until March 31,
2001,  and from  year to year  thereafter,  provided  each such  continuance  is
specifically  approved by a majority  of the  Independent  Trustees,  and is not
otherwise  terminated.  There can be no assurances  that the Expense  Limitation
Agreement will be continued in the future.

                                       6
<PAGE>

         Each of the Funds may,  at a later  date,  reimburse  the  Advisor  the
investment  advisory fees waived or limited and other expenses  assumed and paid
by the Advisor  pursuant to the Expense  Limitation  Agreement during any of the
previous  five  fiscal  years,  provided  the  particular  Fund  has  reached  a
sufficient  asset size to permit such  reimbursement  to be made without causing
the total annual expense ratio of the  particular  Fund to exceed the percentage
limits stated above. Consequently,  no reimbursement by either of the Funds will
be made unless:  (i) the particular  Fund's assets exceed $20 million;  (ii) the
particular  Fund's total annual expense ratio is less than the percentage stated
above;  and (iii) the  payment of such  reimbursement  has been  approved by the
Trust's Board of Trustees on a quarterly basis.

The Board of Trustees Consideration of the New Agreement

         In  determining  whether or not it was  appropriate  to approve the New
Agreement and to recommend its approval to Shareholders,  the Board of Trustees,
including the  Independent  Trustees,  considered  various matters and materials
provided by Advisor. The Independent  Trustees examined the nature,  quality and
scope of the services provided to each Fund by Advisor.  They reviewed the basis
for an increase in the  investment  advisory fees and analyzed the fees proposed
by Advisor in terms of the  services  provided  by Advisor,  Advisor's  costs to
render  the  services,  and  the  investment  advisory  fees  charged  by  other
investment  advisers that manage comparable funds. In addition,  the Independent
Trustees examined mutual fund-related revenues and expenses of the Advisor.

         In the  Advisor's  request for a fee  increase,  it referred  to, among
other things, the increased competition for high quality investment  management,
compliance,  and other  personnel,  and the  amount of  research  needed to keep
abreast of potential investment opportunities and to monitor developments in the
relevant  markets.  The  Independent  Trustees were provided with data as to the
qualifications of Advisor's personnel and the quality and extent of the services
rendered,  as well as an analysis of the  performance  and expenses of each Fund
and  comparative  investment  advisory fee  information  regarding other similar
mutual funds. The Independent Trustees also considered data presented by Advisor
showing the extent to which it plans to expand its personnel who render services
to each of the Funds.

         In considering  the New Agreement and the  expectations of the Advisor,
the  Trustees  took into  account the fact that the Funds'  assets may  increase
above $25 million in the  future.  As of November  22,  2000,  the assets of the
Equity  Fund and the  Balanced  Fund  were  approximately  $11  million  and $15
million,  respectively.  If either  Fund's assets were to exceed $25 million and
the Expense Limitation Agreement was terminated,  the particular Fund's expenses
would be higher under the New Agreement.

         In  approving  the New  Agreement  and  recommending  its  approval  to
Shareholders,  the Trustees,  including  the  Independent  Trustees,  considered
several factors. The factors considered by the Trustees included (1) the nature,
quality and extent of the services  furnished by the Advisor to the Funds and in
particular  the  performance  that Advisor has  achieved for the Funds;  (2) the
necessity of the Advisor  maintaining  and  enhancing  its ability to retain and
attract capable personnel to serve the Funds; (3) the complexity of research and
investment  activities  in the  relevant  markets;  (4) the  performance  of the
Advisor in managing each of the Funds with respect to its  advisory,  oversight,
advisory,  administrative, and compliance monitoring services; (5) the effect of
the proposed  investment  advisory fees increase on the expense ratio of each of
the Funds;  (6)  comparative  data to other funds as to investment  performance,
investment  advisory fees, and as to expense ratios;  (7) current and developing
conditions in the financial services industry, including competition for and the
trend toward escalating compensation for investment personnel; (8) the financial
resources of the Advisor and the continuance of appropriate incentives to assure
that the Advisor will  continue to furnish high quality  services to each of the
Funds; and (9) the profitability of the Advisor derived from its relationship to
the Fund under the existing Investment Advisory Agreement and the reasonableness
of  maintaining   approximately  the  same  profitability  under  the  increased
investment advisory fees.

         After  reviewing and analyzing the materials  provided by Advisor,  the
Board of  Trustees  concluded  that the  compensation  to be paid to the Advisor
under the New Agreement is fair and reasonable.  The Board of Trustees  believes
that  approving the New Agreement is in the best  interests of each of the Funds
and each of the Funds'  Shareholders.  Accordingly,  after  consideration of the
above factors,  and such other factors and  information it considered  relevant,
the  Board of  Trustees  unanimously  approved  the New  Agreement  and voted to
recommend its approval by each of the Funds' Shareholders.



                                       7
<PAGE>

The Other Terms of the New Agreement

         The terms of the New Agreement,  other than those related to the amount
of the investment advisory fees, will not be changed.

         The New Agreement continues to require the Advisor to provide,  subject
to the  supervision of the Board of Trustees,  investment  advice and investment
services  to each of the Funds and to furnish  advice and  recommendations  with
respect to  investments of each of the Funds' assets and the purchase or sale of
its portfolio  securities.  The Advisor also will continue to provide investment
research and analysis.

         Under the New  Agreement,  the  Advisor  is not liable for any error of
judgment or mistake of law or for any loss  suffered by the Funds in  connection
with the  performance  of such New  Agreement,  except a loss  resulting  from a
breach of  fiduciary  duty with  respect  to the  receipt  of  compensation  for
services  or a loss  resulting  from  willful  misfeasance,  bad  faith or gross
negligence on the part of the Advisor in the  performance  of its duties or from
its reckless disregard of its duties and obligations under the New Agreement.

         The New  Agreement  will  terminate  automatically  in the event of its
assignment.  In addition,  it may be  terminated by the Advisor upon sixty days'
written notice to either Fund, and by either Fund upon the vote of a majority of
the Trust Board of Trustees or a majority of the  outstanding  voting  shares of
that particular Fund, upon sixty days' written notice to the Advisor.

Information Concerning the Advisor

         Brown Capital  Management,  Inc.,  1201 N. Calvert  Street,  Baltimore,
Maryland 21202,  serves as investment  advisor to each of the Funds.  Subject to
the  authority  of the  Trustees,  the  Advisor  provides  guidance  and  policy
direction in connection with its daily  management of each of the Funds' assets.
The  Advisor  manages  the  investment  and  reinvestment  of each of the Funds'
assets.  The Advisor is also  responsible  for the  selection of  broker-dealers
through which the Funds execute portfolio transactions, subject to the brokerage
policies  established  by  the  Trustees,  and  it  provides  certain  executive
personnel to each of the Funds.

         The Advisor, organized as a Maryland corporation in 1983, is controlled
by Eddie C. Brown.  The Advisor has been  managing each of the Funds since their
inception and has been  providing  investment  advice to  investment  companies,
individuals,  corporations,  pension and profit sharing plans,  endowments,  and
other  business  and private  accounts  since the firm was founded in 1983.  The
Advisor currently has approximately $4.5 billion in assets under management.

         The  names,  addresses,  and  principal  occupations  of the  principal
executive  officers  and  directors  of Brown  Capital  Management,  Inc. are as
follows:

-------------------------------- -----------------------------------------------
Name and Address                 Principal Occupation
-------------------------------- -----------------------------------------------
Eddie C. Brown                   Director, President, & Treasurer
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------
Keith A. Lee                     Senior Vice President
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------
Robert E. Hall                   Senior Vice President
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------
Theodore M. Alexander III        Vice President
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------



                                       8
<PAGE>

-------------------------------- -----------------------------------------------
Calvin H. Baker                  Vice President
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------
Maurice L. Haywood               Vice President
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------
Stephon A. Jackson               Vice President
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------
Edward Ramos                     Vice President
1201 N. Calvert Street
Baltimore, Maryland  21202
-------------------------------- -----------------------------------------------


         The following  table  identifies  each Officer and Trustee of the Trust
who is also an officer, employee, director or shareholder of the Advisor.

<TABLE>
<S>                                <C>                               <C>

----------------------------------- ---------------------------------- ------------------------------------------------
                                                                       Principal Occupation(s)
Name, Age and Address               Position with the Trust            During Past 5 Years
----------------------------------- ---------------------------------- ------------------------------------------------
Eddie C. Brown, 59                  Trustee and President of the       President, Brown Capital Management, Inc.,
1201 N. Calvert Street              Brown Capital Management Funds     Baltimore, Maryland
Baltimore, Maryland  21202
----------------------------------- ---------------------------------- ------------------------------------------------
Keith A. Lee, 40                    Vice President of the Brown        Senior Vice President, Brown Capital Management,
1201 N. Calvert Street              Capital Management Funds           Inc., Baltimore, Maryland
Baltimore, Maryland  21202
----------------------------------- ---------------------------------- ------------------------------------------------

</TABLE>

THE BOARD OF TRUSTEES,  INCLUDING  THE  INDEPENDENT  TRUSTEES,  OF THE TRUST HAS
UNANIMOUSLY APPROVED THE PROPOSALS AND RECOMMENDS THEM FOR YOUR APPROVAL.


                                3. OTHER MATTERS

         The Trust is not aware of any other  matters  that will come before the
meeting.  If any other  business  should come before the meeting  however,  your
proxy, if signed and returned,  will give discretionary authority to the persons
designated in it to vote according to their best judgment.


                              4. OTHER INFORMATION

Administrator

         The  Administrator for the Trust is The Nottingham  Company,  105 North
Washington Street, Post Office 69, Rocky Mount, North Carolina 27801-0069.

The Distributor

         Capital Investment Group, Inc., Post Office Box 32249,  Raleigh,  North
Carolina  27622,  is the principal  underwriter  and  distributor of each of the
Funds' shares and serves as the Funds'  exclusive agent for the  distribution of
each of the Funds' shares.


                                       9
<PAGE>

Shareholder Proposals

         The Trust does not hold regular or annual meetings of its Shareholders.
Proposals  of  Shareholders  which  are  intended  to be  presented  at a future
Shareholders'  meeting must be received by the Trust by a reasonable  time prior
to the  Trust's  solicitation  of  proxies  relating  to  such  future  meeting.
Shareholder  proposals must meet certain  requirements and there is no guarantee
that any proposal will be presented at a shareholder's meeting.

Annual Report

         The Trust's annual report to  Shareholders  for the fiscal period ended
March 31, 2000 was mailed to  Shareholders  on May 26, 2000. Any shareholder who
desires  an  additional  copy of the annual  report  may obtain it upon  request
(without  charge) by contacting NC Shareholder  Services,  107 North  Washington
Street,  Post Office Box 4365,  Rocky Mount,  North  Carolina,  27803-0365 or by
calling (800) 773-3863.


PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.


BY ORDER OF THE BOARD OF TRUSTEES:

C. Frank Watson, III
Secretary























                                       10
<PAGE>

                                   APPENDIX A
                                   ----------

                          FORM OF AMENDED AND RESTATED
                          INVESTMENT ADVISORY AGREEMENT


THIS  AMENDED  AND  RESTATED  AGREEMENT,  entered  into  as of the  27th  day of
December, 2000, by and between THE NOTTINGHAM INVESTMENT TRUST II (the "Trust"),
a Massachusetts  business trust, and BROWN CAPITAL MANAGEMENT,  INC., a Maryland
corporation  (the  "Advisor"),  registered  as an  investment  advisor under the
Investment Advisors Act of 1940, as amended (the "Advisors Act").

WHEREAS,  the  Trust  is  registered  as  a  diversified,   open-end  management
investment  company of the series type under the Investment Company Act of 1940,
as amended (the "1940 Act"); and

WHEREAS,  the Trust desires to retain the Advisor to furnish investment advisory
and  administrative  services to each series of the Trust set forth in Exhibit A
(each a "Fund," collectively the "Funds"), as amended from time to time, and the
Advisor is willing to so furnish such services;

NOW THEREFORE,  in  consideration  of the promises and mutual  covenants  herein
contained, it is agreed between the parties hereto as follows:

1.       Appointment. The Trust hereby appoints the Advisor to act as Investment
         Advisor  to each Fund for the period and on the terms set forth in this
         Agreement.  The Advisor accepts such  appointment and agrees to furnish
         the services herein set forth, for the compensation herein provided.

2.       Delivery of  Documents.  The Trust will furnish the Advisor with copies
         properly certified or authenticated of each of the following:

         (a)      The Trust's  Declaration of Trust,  as filed with the State of
                  Massachusetts (such Declaration, as presently in effect and as
                  it shall from time to time be  amended,  is herein  called the
                  "Declaration");

         (b)      The Trust's By-Laws (such By-Laws,  as presently in effect and
                  as they shall from time to time be amended,  are herein called
                  the "By-Laws");

         (c)      Resolutions of the Trust's Board of Trustees  authorizing  the
                  appointment of the Advisor and approving this Agreement;

         (d)      The Trust' Registration  Statement on Form N-1A under the 1940
                  Act and  under the  Securities  Act of 1933 as  amended,  (the
                  "1933 Act"), relating to shares of beneficial interest of each
                  Fund (herein called the "Shares") as filed with the Securities
                  and Exchange Commission ("SEC") and all amendments thereto;

         (e)      The Funds' Prospectus (such Prospectus, as presently in effect
                  and all  amendment and  supplements  thereto are herein called
                  the "Prospectus").
<PAGE>

         The Trust  will  furnish  the  Advisor  from time to time with  copies,
         properly   certified  or   authenticated,   of  all  amendments  of  or
         supplements  to the  foregoing at the same time as such  documents  are
         required to be filed with the SEC.

3.       Management.  Subject  to  the  supervision  of  the  Trust's  Board  of
         Trustees,  the Advisor will provide a continuous investment program for
         each Fund, including investment research and management with respect to
         all securities,  investments,  cash and cash  equivalents in each Fund.
         The Advisor will determine from time to time what  securities and other
         investments  will be  purchased,  retained  or sold by each  Fund.  The
         Advisor will provide the services  under this  Agreement in  accordance
         with the Fund's  investment  objectives,  policies and  restrictions as
         stated in the Prospectus. The Advisor further agrees that it:

         (a)      Will  conform  its  activities  to all  applicable  Rules  and
                  Regulations  of the  Securities  and Exchange  Commission  and
                  will, in addition, conduct its activities under this Agreement
                  in accordance  with  regulations or any other Federal or State
                  agencies which may now or in the future have jurisdiction over
                  its activities under this Agreement;

         (b)      Will place orders pursuant to its investment determination for
                  each Fund either  directly  with the issuer or with any broker
                  or dealer.  In placing  orders with  brokers or  dealers,  the
                  Advisor will attempt to obtain the best net price and the most
                  favorable  execution  of  its  orders.  Consistent  with  this
                  obligation,  when the Advisor  believes two or more brokers or
                  dealers are comparable in price and execution, the Advisor may
                  prefer: (i) brokers or dealers who provide research advice and
                  other  services for each Fund, or who recommend or sell shares
                  of each Fund,  and (ii)  brokers who are  affiliated  with the
                  Trust  or  its  Advisor(s),  provided,  however,  that  in  no
                  instance will  portfolio  securities be purchased from or sold
                  to the  Advisor  or any  affiliated  person of the  Advisor in
                  principal transactions;

         (c)      Will provide certain executive  personnel for the Trust as may
                  be  mutually  agreed  upon from time to time with the Board of
                  Trustees,  the salaries  and expenses of such  personnel to be
                  borne by the Advisor unless  otherwise  mutually  agreed upon;
                  and

         (d)      Will provide,  at its own cost,  all office space,  facilities
                  and  equipment  necessary  for  the  conduct  of its  advisory
                  activities on behalf of each Fund.

4.       Services Not Exclusive.  The advisory services furnished by the Advisor
         hereunder are not to be deemed exclusive, and the Advisor shall be free
         to furnish  similar  services to others so long as its  services  under
         this Agreement are not impaired thereby provided, however, that without
         the written  consent of the  Trustees,  the  Advisor  will not serve as
         investment  Advisor to any other  investment  company  having a similar
         investment object to that of each Fund.




                                       2
<PAGE>

5.       Books and Records.  In compliance  with the  requirements of Rule 31a-3
         under the 1940 Act, the Advisor hereby agrees that all records which it
         maintains  for the  benefit of the Trust are the  property of the Trust
         and  further  agrees  to  surrender  promptly  to the Trust any of such
         records upon the Fund's request. The Advisor further agrees to preserve
         for the periods prescribed by Rule 31a-2 under the 1940 Act the records
         required  to be  maintained  by it pursuant to Rule 31a-1 under the Act
         that are not maintained by others on behalf of the Trust.

6.       Expenses.  During the term of this Agreement,  the Advisor will pay all
         expenses  incurred by it in  connection  with its  investment  advisory
         services  pertaining  to each  Fund.  In the  event  that  there  is no
         distribution  plan  under  Rule  12b-1 of the 1940 Act in effect  for a
         particular  Fund, the Advisor will pay, out of the Advisor's  resources
         generated  from sources other than fees  received  from the Trust,  the
         entire cost of the promotion and sale of that Fund's shares.

         Notwithstanding  the  foregoing,  the Trust shall pay the  expenses and
         costs of the following (as they pertain to the Funds):

         (a)      Taxes, interest charges and extraordinary expenses;
         (b)      Brokerage  fees  and  commissions  with regard   to  portfolio
                  transaction of each Fund;
         (c)      Fees and  expenses of the  custodian of  each Fund's portfolio
                  securities;
         (d)      Fees and expenses of the Trust's  administrator,  transfer and
                  dividend  disbursing  agent and the  Trust's  fund  accounting
                  agent or, if the Trust  performs any such services  without an
                  agent, the costs of the same;
         (e)      Auditing and legal expenses;
         (f)      Cost  of  maintenance   of  the   Trust's existence as a legal
                  entity;
         (g)      Compensation of trustees who are not interested persons of the
                  Advisor as that term is defined by law;
         (h)      Costs of Trust meetings;
         (i)      Federal  and  State  registration  or  qualification  fees and
                  expenses;
         (j)      Costs of setting in type,  printing and mailing  Prospectuses,
                  reports and notices to existing shareholders;
         (k)      The  investment  advisory  fee  payable  to  the  Advisor,  as
                  provided in paragraph 7 herein; and
         (l)      Plan of Distribution expenses, but only in accordance with the
                  Plan of Distribution  as approved by the  shareholders of each
                  Fund.

         It is  understood  that the Trust may desire to  register  each  Fund's
         shares for sale in certain states which impose  expense  limitations on
         mutual funds. The Trust agrees that it will register each Fund's shares
         in such states only with the prior written consent of the Advisor.


                                       3
<PAGE>

7.       Compensation.  The Trust  will pay the  Advisor  and the  Advisor  will
         accept as full compensation an investment  advisory fee, based upon the
         average  daily net  assets of each  Fund,  computed  at the end of each
         month and payable within five (5) business days thereafter,  based upon
         the schedules attached hereto as Exhibit A.

8(a)     Limitation of Liability.  The Advisor shall not be liable for any error
         of judgment,  mistake of law or for any other loss whatsoever  suffered
         by the Trust in  connection  with the  performance  of this  Agreement,
         except a loss resulting from a breach of fiduciary duty with respect to
         the  receipt of  compensation  for  services or a loss  resulting  from
         willful  misfeasance,  bad faith or gross negligence on the part of the
         Advisor in the performance of its duties or from reckless  disregard by
         it of its obligations and duties under this Agreement.

8(b)     Indemnification  of Advisor.  Subject to the  limitations  set forth in
         this  Subsection  8(b),  the Trust  shall  indemnify,  defend  and hold
         harmless  (from the assets of the Trust or Trusts to which the  conduct
         in  question   relates)  the  Advisor  against  all  loss,  damage  and
         liability, including reasonable accountants' and counsel fees, incurred
         by the Advisor in  connection  with the defense or  disposition  of any
         action, suit or other proceeding, whether civil or criminal, before any
         court or administrative  or legislative  body,  related to or resulting
         from this Agreement or the  performance of services  hereunder,  except
         with respect to any matter as to which it has been  determined that the
         loss,  damage  or  liability  is a direct  result  of (i) a  breach  of
         fiduciary  duty  with  respect  to  the  receipt  of  compensation  for
         services, or (ii) willful misfeasance, bad faith or gross negligence on
         the  part of the  Advisor  in the  performance  of its  duties  or from
         reckless disregard by it of its duties under this Agreement (either and
         both of the  conduct  described  in clauses  (i) and (ii)  above  being
         referred to hereinafter as "Disabling  Conduct").  A determination that
         the Advisor is entitled to  indemnification  may be made by (i) a final
         decision  on the  merits  by a court  or  other  body  before  whom the
         proceeding  was  brought  that the  Advisor was not liable by reason of
         Disabling   Conduct,   (ii)   dismissal   of  a  court   action  or  an
         administrative  proceeding  against the Advisor  for  insufficiency  of
         evidence of Disabling  Conduct,  or (iii) a  reasonable  determination,
         based upon a review of the facts,  that the  Advisor  was not liable by
         reason of  Disabling  Conduct by, (a) vote of a majority of a quorum of
         Trustees  who are  neither  "interested  persons"  of the  Trust as the
         quoted  phrase  is  defined  in  Section  2(a)(19)  of the 1940 Act nor
         parties to the action,  suit or other proceeding on the same or similar
         grounds that is then or has been pending or threatened  (such quorum of
         such  Trustees  being  referred  to  hereinafter  as  the  "Independent

                                       4
<PAGE>

         Trustees"),  or (b) an independent  legal counsel in a written opinion.
         Expenses,  including  accountants'  and counsel fees so incurred by the
         Advisor (but excluding  amounts paid in  satisfaction  of judgment,  in
         compromise or as fines or penalties),  may be paid from time to time by
         the Fund or Funds to which the conduct in  question  related in advance
         of the final disposition of any action,  suit or proceeding;  provided,
         that the Advisor shall have  undertaken to repay the amounts so paid if
         it is ultimately  determined that  indemnification  of such expenses is
         not authorized  under this Subsection 8(b) and if (i) the Advisor shall
         have provided  security for such  undertaking,  (ii) the Trust shall be
         insured  against  losses arising by reason of any lawful  advances,  or
         (iii) a majority of the Independent  Trustees,  or an independent legal
         counsel in a written opinion, shall have determined,  based on a review
         of readily  available facts (as opposed to a full trial-type  inquiry),
         that there is reason to believe  that the  Advisor  ultimately  will be
         entitled to indemnification hereunder.

         As to any matter  disposed  of by a  compromise  payment by the Advisor
         referred to in this  Subsection  8(b),  pursuant to a consent decree or
         otherwise,  no such indemnification  either for said payment or for any
         other expenses shall be provided unless such  indemnification  shall be
         approved  (i) by a majority of the  Independent  Trustees or (ii) by an
         independent  legal  counsel  in a  written  opinion.  Approval  by  the
         Independent  Trustees  pursuant  to clause  (i) shall not  prevent  the
         recovery  from  the  Advisor  of any  amount  paid  to the  Advisor  in
         accordance  with  either  of such  clauses  as  indemnification  of the
         Advisor  is   subsequently   adjudicated   by  a  court  of   competent
         jurisdiction  not to have acted in good faith in the reasonable  belief
         that the Advisor's  action was in or not opposed to the best  interests
         of the Funds or to have been liable to the Funds or its Shareholders by
         reason of willful misfeasance,  bad faith, gross negligence or reckless
         disregard of the duties involved in its conduct under the Agreement.

         The right of indemnification provided by this Subsection 8(b) shall not
         be exclusive of or affect any of the rights to which the Advisor may be
         entitled.  Nothing  contained in this  Subsection 8(b) shall affect any
         rights  to  indemnification  to  which  Trustees,   officers  or  other
         personnel of the Trust,  and other  persons may be entitled by contract
         or  otherwise  under law,  nor the power of the Trust to  purchase  and
         maintain liability insurance on behalf of any such person.

         The Board of Trustees of the Trust shall take all such action as may be
         necessary and  appropriate to authorize the Trust  hereunder to pay the
         indemnification  required by this Subsection  8(b)  including,  without
         limitation,  to the extent needed,  to determine whether the Advisor is
         entitled to indemnification  hereunder and the reasonable amount of any
         indemnity due it  hereunder,  or employ  independent  legal counsel for
         that purpose.

8(c)     The  provisions  contained in Section 8 shall survive the expiration or
         other  termination  of this  Agreement,  shall be deemed to include and
         protect the Advisor and its directors,  officers,  employees and agents
         and shall  inure to the  benefit of  its/their  respective  successors,
         assigns and personal representatives.

9.       Duration and  Termination.  With respect to any new series of the Trust
         that is advised by the Advisor, this Agreement shall continue in effect
         for an initial  two year  period from the date such new series is added
         to this Agreement,  as set forth in Exhibit A, unless sooner terminated
         as  provided  herein.  Unless  terminated  as  herein  provided,   this
         Agreement  shall  continue in effect,  with respect to each Fund (after
         its initial two year term),  for  successive  periods of one year each,
         provided such continuance is specifically approved annually:

         a.       By the vote of a  majority  of those  members  of the Board of
                  Trustees who are not parties to this  Agreement or  interested
                  persons of any such party (as that term is defined in the 1940
                  Act),  cast in person at a meeting  called for the  purpose of
                  voting on such approval; and

                                       5
<PAGE>

         b.       By vote of  either  the Board or a  majority  (as that term is
                  defined in the 1940 Act) of the outstanding  voting securities
                  of each Fund.

         Notwithstanding the foregoing,  this Agreement may be terminated,  with
         respect to any  series,  by The Trust or by the  Advisor at any time on
         sixty (60) days'  written  notice,  without the payment of any penalty,
         provided that  termination  by The Trust must be  authorized  either by
         vote  of  the  Board  of  Trustees  or by  vote  of a  majority  of the
         outstanding  voting  securities  of  each  Fund.  This  Agreement  will
         automatically terminate in the event of its assignment (as that term is
         defined in the 1940 Act).

10.      Amendment of this  Agreement.  No provision  of this  Agreement  may be
         changed, waived, discharged or terminated orally, but only by a written
         instrument signed by the party against which enforcement of the change,
         waiver,  discharge or termination is sought.  No material  amendment of
         this Agreement shall be effective as to any Fund until approved by vote
         of  the  holders  of a  majority  of  that  Fund's  outstanding  voting
         securities (as defined in the 1940 Act).

11.      Miscellaneous.   The  captions  in  this  Agreement  are  included  for
         convenience  of reference only and in no way define or limit any of the
         provisions hereof or otherwise affect their  construction or effect. If
         any  provision  of this  Agreement  shall be held or made  invalid by a
         court  decision,  statute,  rule or  otherwise,  the  remainder  of the
         Agreement  shall  not be  affected  thereby.  This  Agreement  shall be
         binding and shall inure to the benefit of the parties  hereto and their
         respective successors.

12.      Applicable Law. This Agreement  shall be construed in accordance  with,
         and governed by, the laws of the State of North Carolina.

























                                       6
<PAGE>


IN WITNESS  WHEREOF,  the  parties  hereto have  caused  this  instrument  to be
executed by their officers  designated  below as of the day and year first above
written.




ATTEST:                                       THE NOTTINGHAM INVESTMENT TRUST II


By:                                           By:
    _________________________________             ______________________________


Title:                                        Title:
       ______________________________                ___________________________





ATTEST:                                       BROWN CAPITAL MANAGEMENT, INC.


By:                                           By:
    _________________________________             ______________________________


Title:                                        Title:
       ______________________________                ___________________________












                                       7

<PAGE>

                                    EXHIBIT A
                                     to the
                              AMENDED AND RESTATED
                          INVESTMENT ADVISORY AGREEMENT

                   INVESTMENT ADVISOR'S COMPENSATION SCHEDULE


             As Approved by a Shareholder Proxy on December 27, 2000


For the  services  set forth in the AMENDED  AND  RESTATED  INVESTMENT  ADVISORY
AGREEMENT,  the Investment Advisor shall be compensated  monthly, as of the last
day of each month,  within five business days of the month end, a fee based upon
average daily net assets according to the following schedule:



The Brown Capital Management Equity Fund
     Date added to this Agreement - December 10, 1992

                        Net Assets                            Annual Fee
                        ----------                            ----------
              On the first $100 million                          0.65%
              On all assets over $100 million                    0.50%





The Brown Capital Management Balanced Fund
     Date added to this Agreement - December 10, 1992

                        Net Assets                            Annual Fee
                        ----------                            ----------
              On the first $100 million                          0.65%
              On all assets over $100 million                    0.50%


<PAGE>


                      INSTRUCTIONS FOR SIGNING PROXY CARDS

         The  following  general  rules  for  signing  proxy  cards  may  be  of
assistance to you and may help avoid the time and expense involved in validating
your vote if you fail to sign your proxy card properly.

         1.   INDIVIDUAL  ACCOUNTS:  sign your name exactly as it appears in the
              registration on the proxy card.

         2.   JOINT  ACCOUNTS:  either party may sign, but the name of the party
              signing should conform exactly to a name shown in the registration
              on the proxy card.

         3.   ALL OTHER  ACCOUNTS:  the capacity of the  individual  signing the
              proxy card should be indicated  unless it is reflected in the form
              of registration. For example:

         Registration                                 Valid Signature
         ------------                                 ---------------

    CORPORATE ACCOUNTS
     (1)  ABC Corp............................... ABC Corp. John Doe, Treasurer
     (2)  ABC Corp............................... John Doe, Treasurer
     (3)  ABC Corp. c/o John Doe................. John Doe, Treasurer
     (4)  ABC Corp. Profit Sharing Plan.......... John Doe, Trustee

    PARTNERSHIP ACCOUNTS
     (1)  The XYZ Partnership.................... Jane B. Smith, Partner
     (2)  Smith and Jones, Limited Partnership... Jane B. smith, General Partner

    TRUST ACCOUNTS
     (1)  ABC Trust.............................. Jane B. Doe, Trustee
     (2)  Jane B. Doe, Trustee u/t/d 12/28/78.... Jane B. Doe, Trustee

    CUSTODIAL OR ESTATE ACCOUNTS
     (1)  John B. Smith, Cust. f/b/o John B. Smith, Jr.
          UGMA/UTMA.............................. John B. Smith
     (2)  Estate of John B. Smith................ John B. Smith, Jr., Executor

<PAGE>

                      BROWN CAPITAL MANAGEMENT EQUITY FUND

              SPECIAL MEETING OF SHAREHOLDERS ON DECEMBER 27, 2000
               PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES


In order to vote your  shares,  please  sign and date this card and return it in
the envelope provided. By returning this card, you authorize the proxies to vote
on each of the Proposals as marked, or, if not marked, as indicated.

The Board of Trustees recommends voting "FOR" Proposals 1.


1.   FOR    AGAINST    ABSTAIN    Approval  of   the   New  Investment  Advisory
     ( )      ( )        ( )      Agreement with Brown Capital Management, Inc.,
                                  on  behalf  of the  Brown  Capital  Management
                                  Equity Fund.






                        By signing and dating this card,
                        you  authorize C. Frank  Watson,
                        III,    with   the    power   of
                        substitution to vote your shares
                        of  the   Equity   Fund  at  the
                        Special  Meeting of Shareholders
                        of the  Equity  Fund  and at any
                        adjournment of the Meeting.

                        MR.   WATSON   SHALL   VOTE   AS
                        RECOMMENDED BY THE BOARD, UNLESS
                        OTHERWISE INDICATED,  AND IN HIS
                        DISCRETION   UPON   SUCH   OTHER
                        BUSINESS  AS MAY  PROPERLY  COME
                        BEFORE THE MEETING.


                        x_______________________________

                        x_______________________________

                        Dated ____________________, 2000


                        Please  sign  name or  names  as
                        they  appear  to  authorize  the
                        voting   of   your   shares   as
                        indicated.   Where   shares  are
                        registered  with  joint  owners,
                        all joint  owners  should  sign.
                        Persons  signing  as  executors,
                        administrators,  trustees, etc.,
                        should so indicate.

<PAGE>

                     BROWN CAPITAL MANAGEMENT BALANCED FUND

              SPECIAL MEETING OF SHAREHOLDERS ON DECEMBER 27, 2000
               PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES


In order to vote your  shares,  please  sign and date this card and return it in
the envelope provided. By returning this card, you authorize the proxies to vote
on each of the Proposals as marked, or, if not marked, as indicated.

The Board of Trustees recommends voting "FOR" Proposals 2.


2.   FOR    AGAINST    ABSTAIN    Approval  of   the   New  Investment  Advisory
     ( )      ( )        ( )      Agreement with Brown Capital Management, Inc.,
                                  on  behalf  of the  Brown  Capital  Management
                                  Balanced Fund.






                        By signing and dating this card,
                        you  authorize C. Frank  Watson,
                        III,    with   the    power   of
                        substitution to vote your shares
                        of  the   Balanced Fund  at  the
                        Special  Meeting of Shareholders
                        of the Balanced Fund  and at any
                        adjournment of the Meeting.

                        MR.   WATSON   SHALL   VOTE   AS
                        RECOMMENDED BY THE BOARD, UNLESS
                        OTHERWISE INDICATED,  AND IN HIS
                        DISCRETION   UPON   SUCH   OTHER
                        BUSINESS  AS MAY  PROPERLY  COME
                        BEFORE THE MEETING.


                        x_______________________________

                        x_______________________________

                        Dated ____________________, 2000


                        Please  sign  name or  names  as
                        they  appear  to  authorize  the
                        voting   of   your   shares   as
                        indicated.   Where   shares  are
                        registered  with  joint  owners,
                        all joint  owners  should  sign.
                        Persons  signing  as  executors,
                        administrators,  trustees, etc.,
                        should so indicate.



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