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:
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(2) Aggregate number of securities to which transaction applies:
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(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.)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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( ) 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Nottingham Investment Trust II
Investek Fixed Income Trust
105 North Washington Street
Post Office Box 69
Rocky Mount, North Carolina 27801-0069
April 27, 2000
Dear Shareholder:
On December 31, 1999, the investment adviser to the Investek Fixed Income Trust
("Fund"), Investek Capital Management, Inc. ("ICM"), was acquired by EARNEST
Partners Limited, LLC ("EPL"). As result, the Investment Advisory Agreement
between the Nottingham Investment Trust II ("Trust") on behalf of the Fund and
ICM terminated on that date since the acquisition of ICM by EPL constituted an
"assignment" of the Investment Advisory Agreement under the Investment Company
Act of 1940, as amended.
Consequently, the Board of Trustees of the Trust, including the Trust's
independent Trustees, unanimously approved an Interim Investment Advisory
Agreement between the Trust, on behalf of the Fund, and EPL. That Interim
Investment Advisory Agreement will terminate on May 31, 2000. Therefore, it is
necessary for you as a shareholder of the Fund to consider and vote on a new
Investment Advisory Agreement between the Trust, on behalf of the Fund, and EPL.
As you review the attached proxy solicitation materials, please keep in mind
that ICM has been acquired by EPL. The Fund has not been acquired by EPL. In
addition, please note that under the new Investment Advisory Agreement EPL has
agreed to manage the Fund under the same terms and conditions as ICM had managed
the Fund. In this regard please note that (i) EPL will not increase the advisory
fees payable by the Fund and its shareholders under the new Investment Advisory
Agreement and (ii) EPL has agreed to continue to limit the Fund's ordinary
operating expenses to 0.90% of the Fund's average daily net assets pursuant to
an Expense Limitation Agreement. In addition, the Fund will remain under the
management of the former investment personnel of ICM.
THE BOARD OF TRUSTEES, INCLUDING THE TRUST'S INDEPENDENT TRUSTEES, HAS
UNANIMOUSLY APPROVED THE PROPOSAL AND RECOMMENDS IT FOR YOUR APPROVAL.
If you have any questions about the proposal, please feel free to call me
directly at (601) 949-3124.
Sincerely,
/s/ Douglas S. Folk
Partner, EARNEST Partners Limited, LLC
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NOTTINGHAM INVESTMENT TRUST II
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the shareholders of Investek Fixed Income Trust:
A Special Meeting of the Shareholders of the Investek Fixed Income Trust
("Fund"), 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, Rocky Mount, North Carolina, on
Thursday, May 25, 2000, at 10:00 a.m. for the purposes of:
1. Approving a new Investment Advisory Agreement between the Trust, on behalf
of the Fund, and EARNEST Partners Limited, LLC; and
2. Transacting such other business as may properly come before the meeting.
Shareholders of record of the Fund at the close of business on April 7, 2000 are
entitled to vote at the meeting.
For the Board of Trustees,
C. Frank Watson, III
Secretary
April 27, 2000
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* * * YOUR VOTE IS IMPORTANT * * *
PLEASE SIGN AND MAIL THE ENCLOSED PROXY CARD
PROXY STATEMENT
The Board of Trustees of the Nottingham Investment Trust II ("Trust") is
soliciting proxies from the shareholders of the Investek Fixed Income Trust
("Fund") for use at a Special Meeting of Shareholders to be held May 25, 2000,
and at any adjournment of that meeting. A proxy may be revoked at any time
before it is voted, either in person or by written notice to the Trust or by
delivery of a later-dated proxy.
Shareholders of record of the Fund at the close of business on April 7, 2000 are
entitled to participate in the meeting and to cast one vote for each share held.
The Fund had 830,506.941 shares of beneficial interest outstanding on the record
date. This proxy statement is first being mailed to shareholders on or about
April 27, 2000. Any shareholder who desires a copy of the previously mailed
annual report may obtain it upon request, without charge, by calling or writing
the Trust as indicated below:
Investek Fixed Income Trust
c/o NC Shareholder Services, LLC
107 North Washington Street
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
Toll Free Telephone: (800) 525-3863
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INTRODUCTION
Investek Capital Management, Inc. ("ICM"), 317 East Capitol Street, Jackson,
Mississippi 39201, served as investment adviser for the Fund until ICM was
acquired by EARNEST Partners Limited, LLC ("EPL") on December 31, 1999. Since
December 31, 1999, the Investek Fixed Income Trust ("Fund") has operated under
an Interim Investment Advisory Agreement pursuant to Rule 15a-4 under the
Investment Company Act of 1940 Act, as amended ("1940 Act").
Under the acquisition agreement between ICM and EPL, EPL acquired approximately
96% of the assets of ICM including the following: (a) all the current employees
of ICM; (b) right of the use of the "Investek" name; (c) ICM's interests in and
claims under any and all agreements to which it is a party, including the
Investment Advisory Agreement by and between the Nottingham Investment Trust II
("Trust"), on behalf of the Fund, and ICM; (d) all of ICM's files, books,
records and data files relating to the Fund and its investment history; (e) all
records relating to the Fund required to be maintained and retained under the
1940 Act or the Investment Advisers Act of 1940, as amended; and (f) ICM's
interest in and claims under certain permits, licenses, exemptions, order or
approval of any governmental or regulatory authority and the trade marks, trade
names, copyrights and applications therefor, and other intangible property
ancillary thereto. In exchange for these assets, ICM received 100% of the
preferred units in EPL.
As result of the acquisition of ICM by EPL on December 31, 1999, the Investment
Advisory Agreement between the Trust, on behalf of the Fund, and ICM terminated
on that date since the acquisition of ICM by EPL constituted an "assignment" of
the Investment Advisory Agreement under the Investment Company Act of 1940, as
amended ("1940 Act").
Consequently, the Board of Trustees of the Trust, including the Trust's
independent Trustees, unanimously approved an Interim Investment Advisory
Agreement between the Trust, on behalf of the Fund, and EPL. That Interim
Investment Advisory Agreement will terminate on May 31, 2000. Therefore, it is
necessary for you as a shareholder of the Fund to consider and approve a new
Investment Advisory Agreement between the Trust, on behalf of the Fund, and EPL.
As you review the attached proxy solicitation materials, please keep in mind
that ICM has been acquired by EPL. The Fund has not been acquired by EPL. In
addition, please note that under the new Investment Advisory Agreement EPL has
agreed to manage the Fund under the same terms and conditions as ICM had managed
the Fund under the previous Investment Advisory Agreement. In this regard please
note that (i) EPL will not increase the advisory fees payable by the Fund and
its shareholders under the new Investment Advisory Agreement and (ii) EPL has
agreed to continue to limit the Fund's ordinary operating expenses to 0.90% of
the Fund's average daily net assets pursuant to an Expense Limitation Agreement.
In addition, the Fund will remain under the management of the former investment
personnel of ICM. Further detailed information about these matters is discussed
below.
1. APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
INTRODUCTION. As discussed above, consummation of the acquisition of ICM by EPL
constituted an "assignment" of the Fund's Investment Advisory Agreement.
Therefore, the Investment Advisory Agreement between the Trust, on behalf of the
Fund, and ICM terminated. As a result, at an in person Board of Trustees Meeting
held on December 20, 1999, the Board of Trustees, including the Trust's
independent Trustees, unanimously approved an Interim Investment Advisory
Agreement between the Trust and EPL. That Interim Investment Advisory Agreement
will remain in effect until May 31, 2000 and operates under the same terms and
conditions as the previous Investment Advisory Agreement in regards to the
management of the Fund and compensation to the advisor. However, pursuant to the
current Expense Limitation Agreement, a copy of which is attached hereto as
Exhibit A, the Fund has not paid any advisory fees to EPL since inception of the
Interim Advisory Agreement on December 31, 1999 and does not expect to pay any
fees to EPL during the duration of the Interim Investment Advisory Agreement.
Additionally, at the December 20, 1999 Board of Trustees Meeting, the Board of
Trustees, including each of the independent Trustees, approved a new Investment
Advisory Agreement between the Trust, on behalf of the Fund, and EPL, subject to
approval by the shareholders of the Fund. The following discussion is qualified
in its entirety by reference to the form of new Investment Advisory Agreement
attached hereto as Exhibit B.
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PREVIOUS INVESTMENT ADVISORY AGREEMENT. ICM served as investment adviser to the
Fund since its inception on November 15, 1991 pursuant to an investment advisory
agreement dated the same date ("Previous Advisory Agreement"). The Previous
Advisory Agreement obligated ICM, among other things, to: (1) provide overall
advice and guidance with respect to the Fund, and to provide advice and guidance
to the Board of Trustees, in accordance with the Fund's investment objective,
program, policies and restrictions; (2) provide investment advice to the Fund
and manage the investment of the Fund and the composition of the Fund's
portfolio securities and investments; (3) periodically monitor and evaluate the
performance of the Fund with respect to the Fund's investment objective,
program, policies and restrictions; (4) monitor the compliance ICM and that of
its employees with respect to the Fund's investment objective, program, policies
and restrictions, the 1940 Act, and Subchapter M of the Internal Revenue Code of
1986, as amended; (5) provide all supervisory and management services reasonably
necessary for the operation of the Fund; (6) render to the Board of Trustees of
the Trust such periodic and special reports as the Board may reasonably request;
and (7) make available its officers and employees to the Board of Trustees as
officers of the Trust for consultation and discussions regarding the management
of the Fund and services provided to the Trust under the Previous Advisory
Agreement.
For its services under the Previous Advisory Agreement, ICM was paid by the Fund
a fee, accrued daily and paid monthly, at the annual rate of 0.45% of the Fund's
average daily net assets.
In the interest of limiting expenses of the Fund, ICM also operated under an
expense limitation agreement with the Trust, with respect to the Fund ("Prior
Expense Limitation Agreement"), pursuant to which ICM waived or limited its fees
and assume other expenses so that the total annual operating expenses of the
Fund (other than interest, taxes, brokerage commissions, other expenditures
which are capitalized in accordance with generally accepted accounting
principles, other extraordinary expenses not incurred in the ordinary course of
the Fund's business, and amounts, if any, payable pursuant to a Rule 12b-1 Plan)
were limited to 0.90% of the average daily assets of the Fund. During the fiscal
year ended March 31, 1999, the Fund incurred total advisory fees of $59,415 of
which ICM waived $39,038.
NEW INVESTMENT ADVISORY AGREEMENT. As noted above, consummation of the
Acquisition constituted an "assignment," as that term is defined in the 1940
Act, of the Previous Advisory Agreement with ICM. As required by the 1940 Act,
the Previous Advisory Agreement provides for its automatic termination in the
event of its assignment. In anticipation of the Acquisition, an Interim
Investment Advisory Agreement between the Trust and EPL was unanimously approved
by the Board of Trustees, including all of the independent Trustees, at an in
person Board of Trustees Meeting held on December 20, 1999. At that same Board
Meeting, the Board of Trustees, including all of the independent Trustees,
unanimously approved a new Investment Advisory Agreement between the Trust, on
behalf of the Fund, and EPL, subject to the approval by the shareholders of the
Fund ("New Advisory Agreement"). The New Advisory Agreement, if approved by
shareholders, will be dated as of May 25, 2000. The New Advisory Agreement will
be in effect for an initial two-year term ending May 25, 2002. Thereafter, the
New Advisory Agreement may continue, in effect, so long as its continuance is
approved at least annually by (a) the Board of Trustees of the Trust or a vote
of a "majority of the outstanding voting securities" of the Fund, as defined in
the 1940 Act, and, in either event, (b) the vote of a majority of the Trustees
who are not parties to the New Advisory Agreement or "interested persons" of ICM
or EPL, as that term is defined in the 1940 Act, cast in person at a meeting
called for such purpose.
Under the Previous Advisory Agreement, ICM received an advisory fee at the
annual rate of 0.45% of the Fund's average daily net assets. The New Advisory
Agreement contains the same advisory fee and is essentially the same in terms of
the scope of duties to be performed by EPL with respect to the Fund.
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In the interest of limiting expenses of the Fund, EPL also will enter into an
expense limitation agreement with the Trust, with respect to the Fund ("Expense
Limitation Agreement"), attached hereto as Exhibit A, pursuant to which EPL will
waive or limit its fees and assume other expenses so that the total annual
operating expenses of the Fund (other than interest, taxes, brokerage
commissions, other expenditures which are capitalized in accordance with
generally accepted accounting principles, other extraordinary expenses not
incurred in the ordinary course of the Fund's business, and amounts, if any,
payable pursuant to a Rule 12b-1 Plan) are limited to 0.90% of the average daily
assets of the Fund. The Fund may at a later date reimburse EPL the fees waived
or limited and other expenses assumed and paid by EPL pursuant to the Expense
Limitation Agreement during any of the previous three (3) fiscal years, provided
the Fund has reached a sufficient asset size to permit such reimbursement to be
made without causing the total annual expense ratio of the Fund to exceed the
percentage limits stated above. Consequently, no reimbursement by the Fund will
be made unless: (i) the Fund's assets exceed $20 million; (ii) the 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.
PRO FORMA COMPARISON OF MANAGEMENT FEES
Annual Rate as a Percentage
of Average Daily Net Assets
---------------------------
Previous Advisory Agreement 0.45%
New Advisory Agreement 0.45%
A copy of the proposed New Advisory Agreement is included as Exhibit B to this
Proxy Statement.
INFORMATION ABOUT EARNEST PARTNERS LIMITED, LLC. EARNEST Partners Limited, LLC,
317 East Capitol Street, Jackson, Mississippi 39201, is registered as an
investment adviser with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. EPL, which was formed in 1999 as a
result of an acquisition of the assets of Investek Capital Management, Inc. EPL
is organized under the laws of Delaware as a limited liability company. EPL is a
wholly owned subsidiary of EARNEST Partners II, LLC, the parent company of EPL,
which is also a Delaware limited liability company.
The Fund will be primarily managed by an investment team consisting of the ICM's
previous management team, including Michael T. McRee and Douglas S. Folk, CFA.
Mr. McRee and Mr. Folk were responsible for the day-to-day management of the
Fund under the Previous Advisory Agreement and are responsible for the
management of the Fund under the Interim Investment Advisory Agreement. Mr.
McRee was President of ICM since its inception in 1989 and President of the Fund
since its inception in 1991. Mr. Folk became a portfolio manager of the Fund in
1998 and was a Vice President of ICM since 1996. Previously, Mr. Folk was a
portfolio manager with Southern Farm Bureau Life Insurance Company. As of
December 31, 1999, EPL had approximately $850 million in assets under
management. EPL provides investment counsel, utilizing investment strategies
substantially similar to that of the Fund, to individuals, banks and thrift
institutions, pension and profit sharing plans, trusts, estates, charitable
organizations, and corporations.
BOARD OF TRUSTEES EVALUATION. The Board of Trustees met on December 20, 1999 to
consider the proposed acquisition of ICM by EPL and the anticipated effect of
the acquisition on the Fund. On that date, the Board, including the
disinterested Trustees, voted to approve the Interim Investment Advisory
Agreement and the New Advisory Agreement.
Before considering the Interim Investment Advisory Agreement and the New
Advisory Agreement, the Board obtained from ICM and EPL certain information
regarding EPL and the acquisition plans of the parties. At the December 20, 1999
Board Meeting, the Board reviewed various matters including the history and
organizational structure of EPL, its investment performance record, the proposed
team of EPL partners and associates that would manage the Fund, EPL's investment
strategies, its financial condition and its general plans for the Fund.
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In connection with its deliberations, the Board obtained certain assurances from
the parties, including the following:
* EPL has no current intention to change the Fund's investment objectives,
policies or restrictions.
* EPL intends to devote to the Fund and its affairs all attention and
resources that are necessary to provide the Fund with top quality
investment management services.
* ICM and EPL intend to comply with Section 15(f) of the 1940 Act and are not
aware of any express or implied term, condition, arrangement or
understanding that would impose an "unfair burden" on the Fund as a result
of the acquisition of ICM by EPL, as that term is defined in Section 15(f)
of the 1940 Act for a period of two years and will ensure that at least 75%
of the Board of the Trust will be composed of members who are not
interested persons of ICM or EPL for a period of three years.
* EPL will take no action that would have the effect of imposing an "unfair
burden" on the Fund as a result of the acquisition for a period of two
years following the acquisition and will ensure that at least 75% of the
Board of the Trustees will be composed of members who are not interested
persons of ICM or EPL.
* EPL will pay the cost of preparing and distributing proxy materials to and
of holding the Special Meeting of the Fund's shareholders as well as other
fees and expenses in connection with the acquisition, including the fees
and expenses of legal counsel to the Fund.
In considering and approving the Interim Investment Advisory Agreement and the
New Advisory Agreement, the Board took into account the terms of those
agreements relating to the services provided and the fees and expenses payable
by the Fund, as well as the Expense Limitation Agreement between the Trust and
EPL, a copy of which is attached as Exhibit A. The Board also considered a
number of other factors including the investment advisory fees and expense
ratios of the Fund and competitive investment companies.
As a result of its review and consideration of these matters, and the assurances
of EPL as described above, the Board voted to (i) approve the Interim Investment
Advisory Agreement and New Advisory Agreement and (ii) recommend it to
shareholders of the Fund for their approval of the New Advisory Agreement.
2. OTHER MATTERS
Management 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.
3. OTHER INFORMATION
EARNEST Partners Limited, LLC. The names and principal occupations of the
officers of EPL are as follows:
Name Principal Occupation
==== ====================
Robert M. Fields Partner and Director of Marketing
Douglas S. Folk Partner and Portfolio Manager
John M. Friedman Partner and Portfolio Manager
Michael T. McRee Partner and Manager
James M. Wilson, Jr. Vice President
5
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PORTFOLIO TRANSACTIONS. Portfolio transactions on behalf of the Fund effected on
stock exchanges involve the payment of negotiated brokerage commissions. There
is generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Fund usually includes an
undisclosed dealer commission or mark-up. In underwritten offerings, the price
paid by the Fund includes a disclosed, fixed commission or discount retained by
the underwriter or dealer.
In executing portfolio transactions, EPL will use its best efforts to obtain for
the Fund the most favorable price and execution available. In seeking the most
favorable price and execution, EPL will consider all factors it deems relevant,
including price, the size of the transaction, the nature of the market for the
security, the amount of commission, the timing of the transaction taking into
account market prices and trends, the execution capability of the broker-dealer
and the quality of service rendered by the broker-dealer in the other
transactions.
For the fiscal year ended March 31, 2000, all portfolio transactions of the Fund
were handled as principal transactions. Accordingly, there were no brokerage
commissions paid during that year.
PRINCIPAL SHAREHOLDERS. As of April 7, 2000, the following persons were known by
the Trust to own beneficially five percent or more of the outstanding shares of
the Fund, as determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Fund
- ---------------- -------------------- -------
Michael & Laurie McRee 100,393.949 Shares 12.088%
Post Office Box 1006
Jackson, MS 39215
Trustmark National Bank, Trustee 96,950.716 Shares 11.674%
for Puckett Machinery
P.O. Box 291
Jackson, MS 39205-0291
1st Presbyterian Church 85,519.988 Shares 10.297%
Lolla Boyd Parish Religious
and Educational Memorial Fund
P.O. Box 485
Greenwood, MS 38935-0485
Nancy S. Speed 58,230.126 Shares 7.011%
1220 Luse Road
Benton, MS 39039
SEI Company 57,285.250 Shares 6.898%
c/o Lincoln Bank
One Freedom Valley Dr.
Oaks, PA 19456
SOLICITATION OF PROXIES. Proxies will be solicited by the Board of Trustees, and
the cost of solicitation will be paid by EPL. Additional solicitation may be
made by mail, personal interview, or telephone by EPL, EARNEST Partners II, LLC,
The Nottingham Company, or Capital Investment Group, Inc. personnel who will not
be additionally compensated for such activities. The Nottingham Company, 105
North Washington Street, Post Office Box 69, Rocky Mount, North Carolina
27801-0069, is the Fund's administrator. Capital Investment Group, Inc., Post
Office Box 32249, Raleigh, North Carolina, 27622, is the Fund's distributor.
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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, 1999 was mailed to shareholders on May 18, 1999 and the Trust's
annual report to shareholders for the fiscal period ending March 31, 2000 will
be mailed to shareholders prior to June 1, 2000. Any shareholder who desires an
additional copy of the annual report for the year ended March 31, 1999 or the
semi-annual report for the period ended November 30, 1999 may obtain those
documents 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.
QUORUM, VOTING. A quorum of the shares entitled to vote for the purpose of
transacting of business at the meeting shall be a majority of the outstanding
shares of the Fund on the record date, April 7, 2000, as required by the Amended
and Restated Declaration of Trust. If, by the time of the meeting, a quorum of
shareholders of the Trust is not present or if a quorum is present but
sufficient votes in favor of any of the items are not received, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further soliciting of proxies from the shareholders. Any such adjournment would
require an affirmative vote of the majority of the shares of the Trust
represented at the meeting, either in person or by proxy. The persons named as
proxies will vote in favor of any such adjournment if they determine that such
adjournment and additional solicitation are reasonable and in the interest of
the shareholders of the Trust.
Each valid and executed proxy will be voted in accordance with the instructions
on the proxy and as the persons named in the proxy determine on such other
business as may come before the meeting. If no instructions are given, each
executed but unmarked proxy will be voted FOR the item (approval of the New
Advisory Agreement). Voting instructions given by telephone or electronically
transmitted instruments may be counted if obtained pursuant to procedures
designed to verify that such instructions have been authorized. Any shareholder
may revoke his or her proxy at any time prior to exercise thereof by giving
written notice to the Secretary of the Trust at the offices of The Nottingham
Company, Inc. at 105 North Washington Street, Post Office Box 69, Rocky Mount,
North Carolina, 27801-0069, or by signing another proxy of a later date and
submitting that later proxy before the Shareholders Special Meeting, or by
personally casting his or her vote at the Special Meeting of Shareholders.
Approval of the item requires the affirmative vote of a "majority of the
outstanding voting securities" as defined in the 1940 Act, meaning: the
affirmative vote of the lesser of (1) 67% of the voting securities of the Fund
present at the meeting if more than 50% of the outstanding shares of the Fund
are present in person or by proxy or (2) more than 50% of the outstanding shares
of the Fund.
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 Special Meeting of Shareholders. On Item 1 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 the Item.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
BY ORDER OF THE BOARD OF TRUSTEES:
C. Frank Watson, III
Secretary
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EXHIBIT A
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EXPENSE LIMITATION AGREEMENT
NOTTINGHAM INVESTMENT TRUST II
EXPENSE LIMITATION AGREEMENT, effective as of December 31, 1999, by and
between the Earnest Partners Limited, LLC (the "Advisor") and Nottingham
Investment Trust II (the "Trust"), on behalf of each series of the Trust set
forth in Schedule A attached hereto (each a "Fund," and collectively, the
"Funds").
WHEREAS, the Trust is a Massachusetts business trust organized under
the Amended and Restated Agreement and Declaration of Trust ("Declaration of
Trust"), and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end management company of the series type, and each
Fund is a series of the Trust; and
WHEREAS, the Trust and the Advisor have entered into an Interim
Investment Advisory Agreement dated December 31, 1999 ("Interim Advisory
Agreement"), pursuant to which the Advisor provides investment advisory services
to each Fund listed in Schedule A, for a period of no more than 150 days and for
compensation based on the value of the average daily net assets of each such
Fund; and
WHEREAS, the Board of Trustees of the Fund has approved an Investment
Advisory Agreement ("Advisory Agreement") between the Advisor and the Trust
which shall become effective upon shareholder approval; and
WHEREAS, the Trust and the Advisor have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund, and, therefore, have entered into this
Expense Limitation Agreement, in order to maintain each Fund's expense ratios at
the levels specified Schedule A attached hereto; and
NOW THEREFORE, the parties hereto agree that the Expense Limitation
Agreement provides as follows:
1. Expense Limitation.
------------------
1.1. Applicable Expense Limit. To the extent that the aggregate
expenses of every character incurred by a Fund in any fiscal year, including but
not limited to investment advisory fees of the Advisor (but excluding interest,
taxes, brokerage commissions, other expenditures which are capitalized in
accordance with generally accepted accounting principles, other extraordinary
expenses not incurred in the ordinary course of such Fund's business, and
amounts, if any, payable pursuant to a plan adopted in accordance with Rule
12b-1 under the 1940 Act) ("Fund Operating Expenses"), exceed the Operating
Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess
Amount") shall be the liability of the Advisor.
1.2. Operating Expense Limit. The maximum Operating Expense Limit in
any year with respect to each Fund shall be the amount specified in Schedule A
based on a percentage of the average daily net assets of each Fund.
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1.3. Method of Computation. To determine the Advisor's liability with
respect to the Excess Amount, each month the Fund Operating Expenses for each
Fund shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses for any month of a Fund exceed the Operating Expense Limit of
such Fund, the Advisor shall first waive or reduce its investment advisory fee
for such month by an amount sufficient to reduce the annualized Fund Operating
Expenses to an amount no higher than the Operating Expense Limit. If the amount
of the waived or reduced investment advisory fee for any such month is
insufficient to pay the Excess Amount, the Advisor may also remit to the
appropriate Fund or Funds an amount that, together with the waived or reduced
investment advisory fee, is sufficient to pay such Excess Amount.
1.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment advisory fees
waived or reduced and other payments remitted by the Advisor to the Fund or
Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
-------------------------------------------------------
2.1. Reimbursement. If in any year during which the total assets of a
Fund are greater than $20 million and in which the Interim Advisory Agreement or
the Advisory Agreement is still in effect, the estimated aggregate Fund
Operating Expenses of such Fund for the fiscal year are less than the Operating
Expense Limit for that year, subject to quarterly approval by the Trust's Board
of Trustees as provided in Section 2.2 below, the Advisor shall be entitled to
reimbursement by such Fund, in whole or in part as provided below, of the
investment advisory fees waived or reduced and other payments remitted by the
Advisor to such Fund pursuant to Section 1 hereof. The total amount of
reimbursement to which the Advisor may be entitled (the "Reimbursement Amount")
shall equal, at any time, the sum of all investment advisory fees previously
waived or reduced by the Advisor and all other payments remitted by the Advisor
to the Fund, pursuant to Section 1 hereof, during any of the previous five (5)
fiscal years, less any reimbursement previously paid by such Fund to the
Advisor, pursuant to Sections 2.2 or 2.3 hereof, with respect to such waivers,
reductions, and payments. The Reimbursement Amount shall not include any
additional charges or fees whatsoever, including, e.g., interest accruable on
the Reimbursement Amount.
2.2. Board Approval. No reimbursement shall be paid to the Advisor with
respect to any Fund pursuant to this provision in any fiscal quarter, unless the
Trust's Board of Trustees has determined that the payment of such reimbursement
is in the best interests of such Fund and its shareholders. The Trust's Board of
Trustees shall determine quarterly in advance whether any reimbursement may be
paid to the Advisor with respect to any Fund in such quarter.
2.3. Method of Computation. To determine each Fund's payments, if any,
to reimburse the Advisor for the Reimbursement Amount, each month the Fund
Operating Expenses of each Fund shall be annualized as of the last day of the
month. If the annualized Fund Operating Expenses of a Fund for any month are
less than the Operating Expense Limit of such Fund, such Fund, only with the
prior approval of the Trust's Board of Trustees, shall pay to the Advisor an
amount sufficient to increase the annualized Fund Operating Expenses of that
Fund to an amount no greater than the Operating Expense Limit of that Fund,
provided that such amount paid to the Advisor will in no event exceed the total
Reimbursement Amount.
2
<PAGE>
2.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Fund Operating Expenses of a Fund for
the prior fiscal year (including any reimbursement payments hereunder with
respect to such fiscal year) do not exceed the Operating Expense Limit.
3. Term and Termination of Agreement.
---------------------------------
This Agreement with respect to the Funds shall continue in effect until
March 31, 2000 and from year to year thereafter provided each such continuance
is specifically approved by a majority of the Trustees of the Trust who (i) are
not "interested persons" of the Trust or any other party to this Agreement, as
defined in the 1940 Act, and (ii) have no direct or indirect financial interest
in the operation of this Agreement ("Non-Interested Trustees"). Nevertheless,
this Agreement may be terminated by either party hereto, without payment of any
penalty, upon ninety (90) days' prior written notice to the other party at its
principal place of business; provided that, in the case of termination by the
Trust, such action shall be authorized by resolution of a majority of the
Non-Interested Trustees of the Trust or by a vote of a majority of the
outstanding voting securities of the Trust.
4. Miscellaneous.
-------------
4.1. Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to
require the Trust or the Funds to take any action contrary to the Trust's
Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Funds.
4.3. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Interim Advisory Agreement, the Advisory Agreement or the 1940
Act, shall have the same meaning as and be resolved by reference to such Interim
Advisory Agreement, Advisory Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
NOTTINGHAM INVESTMENT TRUST II
ON BEHALF OF EACH OF ITS SERIES LISTED IN SCHEDULE A
By: ___________________________
EARNEST PARTNERS LIMITED, LLC
By: ___________________________
3
<PAGE>
SCHEDULE A
OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
Maximum Operating
Name of Fund Expense Limit
------------ -----------------
Investek Fixed Income Trust 0.90%
4
<PAGE>
EXHIBIT B
---------
FORM OF NEW INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, dated May 25, 2000, between NOTTINGHAM INVESTMENT TRUST II (the
"Trust"), a Massachusetts Business Trust, and EARNEST PARTNERS LIMITED, LLC (the
"Advisor"), a Mississippi limited liability corporation and registered as an
investment advisor under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust is registered as an 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 the series of the Trust as described in the
schedules attached to this Agreement (each a "Fund"), and the Advisor is willing
to 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
adviser 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 set forth herein, for the compensation provided in the
attached schedules.
2. Delivery of Documents. The Trust has furnished the Advisor with copies
properly certified or authenticated of each of the following:
(a) The Trust's Amended and Restated Declaration of Trust, as filed
with the State of Massachusetts (the "Declaration");
(b) The Trust's By-Laws (the "By-Laws");
(c) Resolutions of the Trust's Board of Trustees and the resolution
approved by a majority of the outstanding shares of the Fund
authorizing the appointment of the Advisor and approving this
Agreement;
(d) The Trust's Registration Statement on Form N-1A under the 1940
Act and under the Securities Act of 1933, as amended, relating
to shares of beneficial interest of the Fund (the "Shares") as
filed with the Securities and Exchange Commission ("SEC") and
all amendments thereto;
(e) The Fund's Prospectus (the "Prospectus").
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
the Fund, including investment research and management with respect to
all securities, investments, cash and cash equivalents in the Fund. The
Advisor will determine from time to time what securities and other
investments will be purchased, retained or sold by the Fund. The
Advisor will provide the services under this Agreement in accordance
with the Fund's investment objectives, policies and restrictions as
stated in its Prospectus. The Advisor further agrees that it:
(a) Will conform its activities to all applicable Rules and
Regulations of the SEC and will, in addition, conduct its
activities under this Agreement in accordance with regulations
of any other Federal and State agencies which may now or in the
future have jurisdiction over its activities under this
Agreement;
<PAGE>
(b) Will place orders pursuant to its investment determinations for
the 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 and dealers who provide the Fund with research advice
and other services, or who recommend or sell Trust shares, and
(ii) brokers who are affiliated with the Fund or its Advisor;
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 Fund 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 the 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 objective to that of the Fund.
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 Fund are the property of the Fund and
further agrees to surrender promptly to the Fund 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 1940
Act that are not maintained by others on behalf of the Fund.
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 the Fund. The Advisor will pay, out of the
Advisor's resources, the entire cost of the promotion and sale of Trust
shares, including the preparation of the prospectus and other
documents. The Advisor will provide other information and services,
other than services of outside counsel or independent accountants or
investment advisory services to be provided by any sub-adviser to the
Adviser for the Fund, required in connection with the preparation of
all registration statements and Prospectuses, Prospectus supplements,
SAIs, all annual, semiannual, and periodic reports to shareholders of
the Trust, regulatory authorities, or others, and all notices and proxy
solicitation materials, furnished to shareholders of the Trust or
regulatory authorities, and all tax returns.
Notwithstanding the foregoing, the Fund shall pay the expenses and
costs of the following:
(a) Taxes, interest charges and extraordinary expenses;
(b) Brokerage fees and commissions with regard to portfolio
transactions of the Fund;
(c) Fees and expenses of the custodian of the Fund's portfolio
securities;
(d) Fees and expenses of the Fund's administrator, transfer and
dividend disbursing agent and the Fund's fund accounting agent
or, if the Fund performs any such services without an agent, the
costs of the same;
(e) Auditing and legal expenses;
(f) Cost of maintenance of the Fund's existence as a legal entity;
(g) Compensation of trustees who are not interested persons of the
Advisor as law defines that term;
(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) Distribution expenses, but only in accordance with a Plan of
Distribution adopted in accordance with Rule 12b-1 under the
1940 Act, if any.
2
<PAGE>
7. Compensation. The Trust will pay the Advisor and the Advisor will
accept as full compensation an investment advisory fee, based upon the
daily average 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.
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 Fund 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 Fund 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 but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses,
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 Fund 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 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
judgments, in compromise or as fines or penalties), may be paid from
time to time by the Fund or Trust to which the conduct in question
related in advance of the final disposition of any such 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 Fund 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.
3
<PAGE>
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 interest of
the Fund or to have been liable to the Fund 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 Fund, and other persons may be entitled by contract or
otherwise under law, nor the power of the Fund 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 Fund 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) Indemnification of Fund. The Adviser agrees to indemnify and hold
harmless the Trust and Trust's Trustees and officers from all loss,
damage and liability, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred
by the Trust in connection with the defense or disposition of any body,
related to or resulting from (i) any breach or violation of this
Agreement by the Adviser; (ii) any breach of fiduciary duty with
respect to the receipt of compensation for services; and (iii) any
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.
8.(d) Failure to Perform; Force Majeure. No failure or omission by either
party hereto in the performance of any obligation of this Agreement
(other than payment obligations) shall be deemed a breach of this
Agreement or create any liability if the same shall arise from any
cause or causes beyond the control of the party, including but not
limited to, the following: acts of God, acts or omissions of any
governmental agency; any rules, regulations, or orders issued by any
governmental authority or by any officer, department, agency or
instrumentality thereof; fire; storm; flood; earthquake, war;
rebellion; insurrection; riot; and invasion and provided that such
failure or omission resulting from one of the above causes is cured as
soon as is practicable after the occurrence of one or more of the
above-mentioned causes.
8.(e) 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. This Agreement shall become effective upon
the date written above and, unless sooner terminated as provided
herein, shall continue in effect for two years. Thereafter, this
Agreement shall be renewable 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
(b) By vote of either the Board of Trustees or a majority (as that
term is defined in the 1940 Act) of the outstanding voting
securities of the Fund.
4
<PAGE>
Notwithstanding the foregoing, this Agreement may be terminated by the
Fund or by the Advisor at any time on sixty (60) days' written notice,
without the payment of any penalty, provided that termination by the
Fund must be authorized either by vote of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the 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, except 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 until approved by vote of the holders
of a majority of the 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 Commonwealth of North Carolina.
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: NOTTINGHAM INVESTMENT TRUST II
By: _____________________________ By: ____________________________
Title: __________________________ Title: _________________________
ATTEST: EARNEST PARTNERS LIMITED, LLC
By: _____________________________ By: ____________________________
Title: __________________________ Title: _________________________
5
<PAGE>
SCHEDULE A
INVESTMENT ADVISOR'S COMPENSATION SCHEDULE
For the services delineated in the INVESTMENT ADVISORY AGREEMENT and rendered to
the INVESTEK FIXED INCOME TRUST, the 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 the daily average net assets of the Fund according to the following
schedule:
Annual
Net Assets Fee
------------------- -----
On all assets 0.45%
6
<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>
INVESTEK FIXED INCOME TRUST
SPECIAL MEETING OF SHAREHOLDERS ON MAY 25, 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 the proposal as marked, or, if not marked, as indicated.
The Board of Trustees recommends voting "FOR" the proposal.
FOR AGAINST ABSTAIN Approval of the New Advisory
Agreement with EARNEST Partners
( ) ( ) ( ) Limited, LLC
By signing and dating this card, you authorize C. Frank Watson, III, with the
power of substitution to vote your shares of the Fund at the scheduled meeting
of shareholders of the 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.
