NOTTINGHAM INVESTMENT TRUST II
The Brown Capital Management Equity Fund
The Brown Capital Management Balanced Fund
SUPPLEMENT
Dated November 27, 2000
This Supplement to the Prospectus and Statement of Additional Information of The
Brown Capital Management Equity Fund and The Brown Capital Management Balanced
Fund (each a "Fund" and collectively, the "Funds"), each a series of the
Nottingham Investment Trust II ("Trust"), is to provide notification to
shareholders, potential investors and other interested parties that the Funds'
shareholders will be voting to approve a new Investment Advisory Agreement
("Proposed Agreement") between the Trust, on behalf of the Funds, and Brown
Capital Management, Inc. (the Funds' investment advisor), which will increase
the breakpoint of the current Investment Advisory Agreement's ("Current
Agreement") tiered fee schedule from $25 million to $100 million. This is the
only substantive change from the Current Agreement. The Proposed Agreement was
approved by the Board of Trustees of the Trust at a meeting held on September
27, 2000, subject to shareholder approval. Accordingly, there will be a special
meeting of shareholders on December 27, 2000, at which time shareholders of
record on October 27, 2000 (the record date) will be asked to consider and vote
upon the Proposed Agreement. A proxy seeking shareholder approval of the
Proposed Agreement will be mailed to shareholders on or about November 28, 2000.
For further information, please contact the Funds at 1-877-892-4226.
Investors Should Retain This Supplement for Future Reference
------------------------------------------------------------
