NOTTINGHAM INVESTMENT TRUST/
N-30D, 1996-05-13
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                   (AMELIA EARHART CAPITAL MANAGEMENT, INC. LOGO)

Dear Shareholder:

         The stock and bond markets turned in an extremely strong performance in
1995 after a  relatively  flat year for stocks and the worst  performance  in 30
years for bonds in 1994.  The Amelia  Earhart:  Eagle Equity Fund's  performance
exceeded the overall  market into  November  1995 when profit  taking and sector
rotation resulted in share price declines for most technology issues. Short-term
volatility in the technology sector is common and should be expected. Technology
will continue to grow exponentially as we enter the next millennium.
         The Fund returned 30.59% to  shareholders  for the fiscal year March 1,
1995 to February 29, 1996.  The Fund's  comparative  indices,  the Pacific Stock
Exchange  Technology Index (PSE Tech Index) and the Dow Jones Industrial Average
(DJIA), rose 47.65% and 36.76%, respectively, for the same time period. The Tech
Index's strong  performance  was due to  substantial  gains by many stocks which
lagged  the market in 1994 and were not  expected  to  outperform  the market in
1995.  The Fund's  investment  philosophy  is to identify  stocks which have the
strongest  potential  to  outperform  the  market  over a 12 month  period.  The
selection  process  excluded many of 1995's surprise  performers on the PSE Tech
Index.
         The Fund  outperformed  the PSE Tech Index and the DJIA in 1994 and was
the #2  growth  fund out of 564  growth  funds in the USA  according  to  Lipper
Analytical  Services,  with a  return  to  shareholders  of  17.72%  The  Fund's
annualized  rate of return to  shareholders  since  inception  (3/93) was 21.31%
through 2/29/96.  Net of the maximum 4.50% sales load, the Fund's average annual
return  since  inception  was 19.46%  through  2/29/96.  The Fund has achieved a
4-star Morningstar rating for the 3-year period ended 2/29/96, out of 879 growth
funds 1.
         The Fund consists of a diversified, professionally managed portfolio of
primarily large  capitalization  growth stocks. The stocks are selected from the
top 100  technology  companies  in the USA (PSE Tech Index) and the 30 DJIA blue
chips,  which are considered  leaders in their industries.  The economic climate
for 1996 is  favorable to large  capitalization  growth  stocks.  The economy is
sending mixed signals,  and  volatility in the markets will continue  throughout
the year.  The equity market lacks  leadership,  and sector  rotation is common.
Portfolio  managers counting on weakness in the economy will be hurt by strength
and vice  versa.  Investors  should  have at least a five year time  horizon for
equity investments and a well-diversified portfolio.
         It is highly unlikely that 1995's  outstanding  overall equity and bond
market  performances will be repeated in 1996.  However, it is an election year,
and moderate  economic growth combined with low interest rates and low inflation
will be favorable for equities.  Interest rate  increases,  unlikely in the near
term,  would be  detrimental  to the  markets.  Unless the economy  slips into a
recession, the majority of rate cuts are probably behind us as well.
         We are  pleased  to report  another  strong  year for the Fund.  Please
contact  us  at   1-800-326-6580  if  we  may  provide   additional   investment
information.

Sincerely,

Amelia Earhart Capital Management, Inc.
Jill Travis, MBA, CFP
President and CEO

1 Morningstar proprietary ratings reflect historical risk-adjusted performance
as of February 29, 1996. The ratings are subject to change every month. Past
performance is no guarantee of future performance. Morningstar ratings are
calculated from the funds' 3, 5, and 10-year average annual returns (if
available) in excess of 90-day Treasury bill returns with appropriate fee and
sales load adjustments, and a risk factor that reflects fund performance below
90-day T-bill returns. 10% of the funds in an investment category receive 5
stars, and 22.5% receive 4 stars. During the period covered by the performance
information, the Fund's advisor waived its fee and reimbursed a portion of
the Fund's expenses, which increased the total return of the Fund.



                     AMELIA EARHART CAPITAL MANAGEMENT, INC.
    ONE TOWNE SQUARE (Bullet) 26100 NORTHWESTERN HIGHWAY (Bullet) SUITE 1913
                       (Bullet) SOUTHFIELD MICHIGAN 48076
                   (810) 351-4856 (Bullet) FAX (810) 827-4278
<PAGE>


                       AMELIA EARHART: EAGLE EQUITY FUND

                    Performance Update - $10,000 Investment

               For the period from March 5, 1993 (commencement of
                        operations) to February 29, 1996

                              [GRAPH APPEARS HERE]


                        AMELIA EARHART:
                        EAGLE EQUITY     PACIFIC         DOW JONES

              05-Mar-93     9550            9550            9550

              31-May-93    10037           10227            9893

              31-Aug-93    10604           10490           10241

              30-Nov-93    10613           10900           10332

              28-Feb-94    11880           12268           10748

              31-May-94    11524           11794           10541

              31-Aug-94    12282           12866           10976

              30-Nov-94    12294           13279           10487

              28-Feb-95    13028           14465           11250

              31-May-95    14015           16412           12523

              31-Aug-95    16668           19942           12931

              30-Nov-95    16823           20886           14232

              29-Feb-96    17013           21358           15386




THIS GRAPH DEPICTS THE PERFORMANCE OF THE AMELIA EARHART: EAGLE EQUITY FUND
VERSUS THE DOW JONES INDUSTRIAL AVERAGE INDEX AND THE PACIFIC TECHNOLOGY
INDEX. IT IS IMPORTANT TO NOTE THAT THE AMELIA EARHART: EAGLE EQUITY FUND
IS A PROFESSIONALLY MANAGED MUTUAL FUND WHILE THE INDEX IS NOT AVAILABLE
FOR INVESTMENT AND IS UNMANAGED. THE COMPARISON IS SHOWN FOR ILLUSTRATIVE
PURPOSES ONLY.

                            ANNUALIZED TOTAL RETURN

                                     Commencement        One Year ended
                                    of operations            2/29/96
                                   through 2/29/96

Maximum 4.5% Sales Load                 19.46%                24.64%
No Sales Load                           21.31%                30.59%

(bullet) The graph assumes an initial $10,000 investment at March 5, 1993
         ($9,550 after maximum sales load of 4.5%). All dividends and
         distributions are reinvested.

(bullet) At February 29, 1996, the Fund would have grown to $17,013 - total
         investment return of 70.13% since March 5, 1993. Without the deduction
         of the 4.5% maximum sales load, the Fund would have grown to $17,815 -
         total investment return of 78.15% since March 5, 1993. The sales
         load is reduced or eliminated for larger purchases.

(bullet) At February 29, 1996, a similar investment in the Dow Jones Industrial
         Average Index (after the maximum sales load of 4.5%) would have grown
         to $15,386 - total investment return of 53.86%; while a similar
         investment in the Pacific Technology Index (after maximum sales load
         of 4.5%) would have grown to $21,358 - total investment return of
         113.58% since March 5, 1993.

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


                       AMELIA EARHART: EAGLE EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                               February 29, 1996
<TABLE>
<CAPTION>



                                                                                  Number of                     Value
                                                                                   Shares                     (note 1)
<S>                                                                             <C>                        <C>   

COMMON STOCKS - 77.94%

       Beverages    - 1.81%
            The Coca-Cola Company                                                          400                     $32,300

       Biopharmaceuticals    - 3.77%
        (a) Amgen, Inc.                                                                    940                      56,165
        (a) Genentech, Inc.                                                                200                      10,925
                                                                                                                    67,090

       Chemicals    - 1.26%
            Union Carbide Corporation                                                      500                      22,500

       Commercial Services    - 1.12%
        (a) CUC International, Inc.                                                        618                      20,008

       Computers    - 10.19%
        (a) 3Com Corporation                                                               500                      24,438
        (a) Cabletron Systems Inc.                                                         300                      22,538
        (a) Compaq Computer Corporation                                                    500                      25,312
        (a) Data General Corporation                                                     1,000                      16,875
        (a) Komag, Inc.                                                                    600                      18,825
        (a) Sun Microsystems, Inc.                                                       1,400                      73,500
                                                                                                                   181,488

       Computer Software & Services    - 22.21%
        (a) America Online, Inc.                                                           600                      29,475
            Automatic Data Processing, Inc.                                                482                      18,678
        (a) BMC Software, Inc.                                                             478                      26,649
        (a) Cisco Systems, Inc.                                                          2,060                      97,850
            Computer Associates International, Inc.                                        600                      41,250
        (a) Computer Sciences Corporation                                                  183                      13,359
        (a) Informix Corporation                                                         1,000                      35,250
        (a) Microsoft Corporation                                                          518                      51,120
        (a) Oracle Corporation                                                             974                      50,648
            System Software Associates, Inc.                                             1,500                      31,500
                                                                                                                   395,779

</TABLE>




                                                                     (Continued)
<PAGE>



                       AMELIA EARHART: EAGLE EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                               February 29, 1996
<TABLE>
<CAPTION>



                                                                                  Number of                     Value
                                                                                   Shares                     (note 1)
<S>                                                                              <C>                       <C>   

COMMON STOCKS - continued

       Electronics    - 6.37%
            General Electric Company                                                       200                     $15,100
            Hewlett-Packard Company                                                        400                      40,300
        (a) Mentor Graphics Corporation                                                    700                       9,975
            Perkin-Elmer Corporation                                                       452                      20,792
            Tektronix, Inc.                                                                300                      13,612
        (a) Thermo Instrument Systems, Inc.                                                500                      13,688
                                                                                                                   113,467

       Electronics- Semiconductor    - 7.72%
        (a) Adaptec, Inc.                                                                  500                      28,031
        (a) Analog Devices, Inc.                                                         1,200                      32,250
        (a) Applied Materials, Inc.                                                        604                      21,593
            Intel Corporation                                                              702                      41,286
        (a) KLA Instruments Corporation                                                    600                      14,400
                                                                                                                   137,560

       Financial- Securities Brokers    - 0.02%
            Lehman Brothers Holdings, Inc.                                                  14                         346

       Financial Services - 1.21%
            American Express Company                                                       470                      21,620

       Machine- Diversified    - 0.82%
        (a) Kulicke & Soffa Industries, Inc.                                               700                      14,525

       Medical Supplies    - 5.71%
        (a) Benson Eyecare Corporation                                                     230                       2,041
        (a) Biomet, Inc.                                                                 1,300                      24,700
        (a) Boston Scientific Corporation                                                  500                      24,000
        (a) Coherent, Inc.                                                                 500                      22,750
        (a) St. Jude Medical, Inc.                                                         750                      28,312
                                                                                                                   101,803

       Medical- Biotechnology    - 1.29%
            Medtronic, Inc.                                                                400                      22,950


</TABLE>



                                                                     (Continued)
<PAGE>


                       AMELIA EARHART: EAGLE EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                               February 29, 1996
<TABLE>
<CAPTION>



                                                                                  Number of                     Value
                                                                                   Shares                     (note 1)
<S>                                                                              <C>                           <C> 

COMMON STOCKS - continued

       Misc- Manufacturing    - 2.94%
            Eastman Kodak Company                                                          236                     $16,874
            Millipore Corporation                                                          800                      35,500
                                                                                                                    52,374

       Office & Business Equipment   - 0.73%
            Xerox Corporation                                                              100                      13,025

       Pharmaceuticals    - 1.86%
            Merck & Company, Inc .                                                         500                      33,125

       Restaurants & Food Service    - 1.12%
            McDonald's Corporation                                                         400                      20,000

       Telecommunications    - 3.79%
        (a) Tellabs, Inc.                                                                1,430                      67,568

       Telecommunications Equipment    - 3.88%
        (a) ADC Telecommunications                                                         752                      29,892
        (a) Digital Equipment Corporation                                                  500                      36,000
        (a) Octel Communications Corporation                                                81                       3,230
                                                                                                                    69,122

       Utilities- Telecommunications - 0.12%
            A T & T Corporation                                                             33                       2,100

Total Common Stocks (Cost $1,037,763)                                                                           $1,388,750


                                                                                                              Principal
                                                                                                               Amount
REPURCHASE AGREEMENT (b) - 7.05%
            Wachovia Bank                                                                                         $125,574
            5.32%, due March 1, 1996
            (Cost $125,574)

Total Value of Investments (Cost $1,163,337 (c))                                            84.99%              $1,514,324
Other Assets Less Liabilities                                                               15.01%                 267,410
       Net Assets                                                                          100.00%              $1,781,734

</TABLE>

                                                                    (Continued)
<PAGE>


                       AMELIA EARHART: EAGLE EQUITY FUND

                            PORTFOLIO OF INVESTMENTS

                               February 29, 1996




       (a)  Non-income producing investment.

       (b)  Joint  repurchase  agreement  entered into February 29, 1996, with a
            maturity value of  $68,302,116  collateralized  by $71,660,000  U.S.
            Treasury Bills,  due September 19, 1996. The aggregate  market value
            of the collateral at February 29, 1996 was  $69,697,130.  The Fund's
            pro rata interest in the market value of the  collateral at February
            29,  1996 was  $128,173.  The Fund's pro rata  interest in the joint
            repurchase  agreement  collateral  is taken into  possession  by the
            Fund's  custodian upon entering into the repurchase  agreement.  The
            collateral  is marked to market  daily to ensure its market value is
            at least 102 percent of the sales price of the repurchase agreement.

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


            Unrealized appreciation                                 $379,048
            Unrealized depreciation                                  (28,061)

            Net unrealized appreciation                             $350,987






See accompanying notes to financial statements

<PAGE>








                       AMELIA EARHART: EAGLE EQUITY FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                               February 29, 1996
<TABLE>
<CAPTION>


<S>                                                                              <C>   

ASSETS                                                                      
       Investments at value (cost $1,163,337)                                        $1,514,324
       Interest receivable                                                                  500
       Dividends receivable                                                                 419
       Receivable for investments sold                                                  332,040
       Due from advisor (note 2)                                                         26,357
       Deferred organization expenses, net (note 4)                                      15,977
       Other assets                                                                       1,004

            Total assets                                                              1,890,621

LIABILITIES
       Accrued professional fees                                                          7,000
       Accrued expenses                                                                   9,885
       Payable for investment purchases                                                  92,002

            Total liabilities                                                           108,887

NET ASSETS
       (applicable to 104,238 Class A shares outstanding; unlimited
       shares of no par value beneficial interest authorized)                        $1,781,734

NET ASSETS CONSIST OF
       Paid-in capital                                                               $1,396,996
       Undistributed net realized gain on investments                                    33,751
       Net unrealized appreciation on investments                                       350,987
                                                                                     $1,781,734


NET ASSET VALUE AND REPURCHASE PRICE PER CLASS A SHARE
       ($1,781,734 (division sign) 104,238 shares)                                       $17.09

OFFERING PRICE PER CLASS A SHARE
       (100 (division sign) 95.5 of $17.09 adjusted to nearest cent)                     $17.90




</TABLE>




See accompanying notes to financial statements



<PAGE>


                       AMELIA EARHART: EAGLE EQUITY FUND

                            STATEMENT OF OPERATIONS

                          Year Ended February 29, 1996


INVESTMENT INCOME

       Income
            Interest                                                    $10,943
            Dividends                                                     4,211

                 Total income                                            15,154

       Expenses
            Fund accounting fees (note 2)                                24,000
            Investment advisory fees (note 2)                            14,327
            Professional fees                                            20,495
            Fund administration fees (note 2)                             5,924
            Custody fees                                                  5,526
            Registration and filing administration fees                   5,173
            Distribution and service fees (note 3)                        3,556
            Securities pricing fees                                       3,433
            Shareholder recordkeeping fees                                  903
            Registration and filing expenses                             14,218
            Amortization of deferred organization expenses (note 4)       8,023
            Trustee fees and meeting expenses                             6,836
            Shareholder servicing expenses                                4,835
            Printing expenses                                               460
            Other operating expenses                                      4,176


                 Total expenses                                         121,885

                 Less:                                          
                       Expense reimbursements (note 2)                 (80,085)
                       Investment advisory fees waived (note 2)        (14,327)

                 Net expenses                                           27,473

                       Net investment loss                             (12,319)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized gain from investment transactions                   76,272
       Increase in unrealized appreciation on investments              258,233

            Net realized and unrealized gain on investments            334,505

                 Net increase in net assets resulting from operations $322,186





See accompanying notes to financial statements

<PAGE>








                       AMELIA EARHART: EAGLE EQUITY FUND

                      STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>




                                                                                              Year ended       Year ended
                                                                                             February 29,     February 28,
                                                                                                 1996             1995
INCREASE IN NET ASSETS
<S>                                                                                       <C>                   <C>   

       Operations
            Net investment loss                                                            $       (12,319)      $     (655)
            Net realized gain from investment transactions                                          76,272              253
            Increase in unrealized appreciation on investments                                     258,233           49,416

                 Net increase in net assets resulting from operations                              322,186           49,014
                                                                                                                                   
       Distributions to shareholders from
            Net realized gain from investment transactions                                         (42,598)               0        


       Capital share transactions
            Increase in net assets resulting from capital share transactions (a)                   682,007          526,740

                       Total increase in net assets                                                961,595          575,754

NET ASSETS

       Beginning of year                                                                           820,139          244,385

       End of year                                                                         $     1,781,734          820,139  


</TABLE>


(a) A summary of capital share activity follows:



                                         Year ended              Year ended
                                     February 29, 1996       February 28, 1995

                                  Shares          Value      Shares      Value

Shares sold                       44,893       $714,005    41,096    $526,740
Shares issued for reinvestment
     of distributions              2,641         42,528         0           0

                                  47,534        756,533    41,096     526,740

Shares redeemed                   (4,338)       (74,526)        0           0

       Net increase               43,196       $682,007    41,096    $526,740





See accompanying notes to financial statements

<PAGE>





                       AMELIA EARHART: EAGLE EQUITY FUND

                              FINANCIAL HIGHLIGHTS

                 (For a Share Outstanding Throughout the Year)
<TABLE>
<CAPTION>



                                                                         Year ended             Year ended             Year ended
                                                                         February 29,           February 28,           February 28,
                                                                           1996                   1995                   1994

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

Net asset value, beginning of year                                         $13.44                 $12.25                $10.00

     Income (loss) from investment operations (a)
          Net investment loss                                               (0.12)                 (0.02)                (0.07)
          Net realized and unrealized gain on investments                    4.20                   1.21                  2.49

                Total from investment operations                             4.08                   1.19                  2.42

     Distributions to shareholders from
          Net investment income                                              0.00                   0.00                 (0.12)
          Net realized gain from investment transactions                    (0.43)                  0.00                 (0.05)

                Total distributions                                         (0.43)                  0.00                 (0.17)

Net asset value, end of year                                               $17.09                 $13.44                $12.25


Total return                                                               30.59% (b)               9.66% (b)            24.39% (b)


Ratios/supplemental data

     Net assets, end of year                                           $1,781,734               $820,139              $244,385

     Ratio of expenses to average net assets
          Before expense reimbursements and waived fees                      8.53%                  21.00%                 24.60%
          After expense reimbursements and waived fees                       1.90%                   1.86%                  1.85%

     Ratio of net investment loss to average net assets
          Before expense reimbursements and waived fees                     (7.47)%                (19.32)%               (23.39)%
          After expense reimbursements and waived fees                      (0.86)%                 (0.17)%                (0.72)%


     Portfolio turnover rate                                                63.90%                   2.24%                 48.39%


</TABLE>

(a) Based on weighted average shares outstanding for the period.

(b) Total return does not reflect payment of sales charge.




See accompanying notes to financial statements

<PAGE>




                        AMELIA EARHART: EAGLE EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

Amelia Earhart: Eagle Equity Fund (the "Fund") is a diversified series of shares
of beneficial  interest of The Nottingham  Investment  Trust (the "Trust").  The
Trust,  an open-end  investment  company,  was organized on August 12, 1992 as a
Massachusetts  Business Trust and is registered under the Investment Company Act
of 1940. The Fund began operations on March 1, 1993. Pursuant to a plan approved
by the Board of Trustees of the Trust,  the  existing  single class of shares of
the Fund was  redesignated  as the Class A Shares of the Fund on April 10, 1995,
and an additional class of shares, Class B, was authorized.  To date, only Class
A shares have been  issued by the Fund.  The Class B shares will be subject to a
maximum  5.0%  contingent  deferred  sales  charge,  which  will be  reduced  or
eliminated  depending  on the length of time the  shares  are held.  The Class A
shares are sold with a sales charge and bear distribution fees. The following is
a summary of significant accounting policies followed by the Fund.

         A.       Security  Valuation - The Fund's investments in securities are
                  carried at value.  Securities  listed on an exchange or quoted
                  on a national market system are valued at the last sales price
                  as of 4:00 p.m. New York time. Other securities  traded in the
                  over-the-counter  market  and listed  securities  for which no
                  sale was  reported  on that date are valued at the most recent
                  bid price.  Securities  for which  market  quotations  are not
                  readily  available,  if  any,  are  valued  by an  independent
                  pricing  service or by  following  procedures  approved by the
                  Board of Trustees.  Short-term  investments are valued at cost
                  which approximates value.

         B.       Federal  Income Taxes - No provision has been made for federal
                  income taxes since it is the policy of the Fund to comply with
                  the  provisions  of the Internal  Revenue Code  applicable  to
                  regulated   investment   companies  and  to  make   sufficient
                  distributions of taxable income to relieve it from all federal
                  income taxes.

                  As a result of a permanent book-to-tax  difference relating to
                  an operating net  investment  loss for the year ended February
                  29, 1996, paid-in-capital has been decreased by $12,319.

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

         D.       Distributions to Shareholders - The Fund may declare dividends
                  quarterly,  payable in March, June, September and December, on
                  a  date  selected  by  the  Trust's  Trustees.   In  addition,
                  distributions  may be made  annually  in  December  out of net
                  realized  gains through  October 31 of that year. The Fund may
                  make a supplemental  distribution subsequent to the end of its
                  fiscal year ended February 29, 1996.

         E.       Use of Estimates -  Management  makes a number of estimates in
                  the  preparation of the Fund's  financial  statements.  Actual
                  results could differ significantly from those estimates.






                                                                     (Continued)

<PAGE>




                        AMELIA EARHART: EAGLE EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996



NOTE 2 - INVESTMENT ADVISORY FEE AND RELATED PARTY AND OTHER TRANSACTIONS

Pursuant to an investment advisory agreement, Amelia Earhart Capital Management,
Inc. (the "Advisor")  provides the Fund with a continuous program of supervision
of the Fund's assets,  including the composition of its portfolio, and furnishes
advice and recommendations with respect to investments, investment policies, and
the purchase and sale of  securities.  As  compensation  for its  services,  the
Advisor  receives a fee at the annual rate of 1.00% of the Fund's  average daily
net assets. The Agreement provides for an expense reimbursement from the Advisor
if  the  Fund's  total  expenses   exclusive  of  interest,   taxes,   brokerage
commissions, sales charges, distribution fees and extraordinary expenses, exceed
1.90% of the Fund's  average daily net assets for any fiscal year, or the limits
set by applicable  state securities laws or other applicable laws if such limits
are lower.

The Advisor  has  voluntarily  waived its fee  amounting  to $14,327  ($0.16 per
share) and  reimbursed a portion of the Fund's  operating  expenses for the year
ended  February  29, 1996.  The total fees waived and expenses to be  reimbursed
amounted to $94,412.

The Nottingham Company (the "Administrator") provides administrative services to
and  is  generally   responsible  for  the  overall  management  and  day-to-day
operations of the Fund pursuant to an accounting  and  administrative  agreement
with the Trust. As compensation for its services,  the Administrator  receives a
fee at the annual rate of 0.20% of the Fund's first $50 million of average daily
net  assets,  0.175% on the next $50 million of average  daily net  assets,  and
0.15% on average  daily net assets over $100  million.  The  Administrator  also
receives a monthly  fee of $2,000 for  accounting  and  recordkeeping  services.
Additionally,  the  Administrator  charges the Fund for servicing of shareholder
accounts  and  registration  of  the  Fund's  shares.   The  contract  with  the
Administrator   provides  that  the  aggregate   fees  for  the   aforementioned
administration,  accounting,  and recordkeeping  services shall not be less than
$3,000 per month. The  Administrator  also charges the Fund for certain expenses
involved with the daily valuation of portfolio securities.

Capital  Investment  Group,  Inc.  (the  "Distributor")  serves  as  the  Fund's
principal  underwriter  and  distributor.  The  Distributor  receives  any sales
charges  imposed  on  purchases  of shares  and  re-allocates  a portion of such
charges to dealers  through  whom the sale was made,  if any. For the year ended
February 29,  1996,  the  Distributor  retained  sales  charges in the amount of
$4,922.

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

At February 29, 1996,  the Advisor held 10,424  shares or 10% of the Fund shares
outstanding.


NOTE 3 - DISTRIBUTION AND SERVICE FEES

The  Board  of  Trustees,  including  a  majority  of the  Trustees  who are not
"interested  persons" of the Trust as defined in the  Investment  Company Act of
1940 (the "Act"),  adopted a distribution plan pursuant to Rule 12b-1 of the Act
(the "Plan")  applicable to the Class A shares.  Rule 12b-1 regulates the manner
in which a regulated  investment  company may assume costs of  distributing  and
promoting the sales of its shares and servicing of its shareholder accounts.






                                                                    (Continued)

<PAGE>


                        AMELIA EARHART: EAGLE EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996

The Plan provides that the Fund may incur  certain  costs,  which may not exceed
0.25% per annum of the Fund's  average  daily net  assets for each year  elapsed
subsequent  to the  adoption  of the plan,  for payment to the  Distributor  and
others for items such as advertising  expenses,  selling expenses,  commissions,
travel,  or other  expenses  reasonably  intended  to result in sales of Class A
shares in the Fund or support  servicing of Class A  shareholder  accounts.  The
Fund  incurred  $3,556  in  distribution  and  service  fees for the year  ended
February 29, 1996.


NOTE 4 - DEFERRED ORGANIZATION EXPENSES

All expenses of the Fund incurred in connection  with its  organization  and the
registration  of its  shares  have been  assumed by the Fund.  The  organization
expenses are being amortized over a period of sixty months. Investors purchasing
shares of the Fund bear such  expenses  only as they are  amortized  against the
Fund's investment income.

In the  event any of the  initial  shares of the Fund are  redeemed  during  the
amortization  period,  the  redemption  proceeds  will be  reduced by a pro rata
portion of any unamortized  organization  expenses in the same proportion as the
number of initial shares being redeemed bears to the number of initial shares of
the Fund outstanding at the time of the redemption.


NOTE 5 - PURCHASES AND SALES OF INVESTMENTS

Purchases and sales of investments other than short-term  investments aggregated
$1,320,954 and $569,891, respectively, for the year ended February 29, 1996.


NOTE 6 - DISTRIBUTIONS TO SHAREHOLDERS

For Federal  income tax purposes,  the Fund must report  distributions  from net
realized gains from investment  transactions  that represent  long-term  capital
gain to its shareholders. All such distributions for the year ended February 29,
1996 represent long-term capital gain. Shareholders should consult a tax advisor
on how to report distributions for state and local income tax purposes.


<PAGE>


(KPMG Peat Marwick LLP Logo)

Independent Auditors' Report



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


We have audited the accompanying statement of assets and liabilities,  including
the  portfolio of  investments,  of the Amelia  Earhart:  Eagle Equity Fund (the
"Fund"),  a series of The Nottingham  Investment Trust, as of February 29, 1996,
and the related  statement of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period then ended, and
financial highlights for each of the three years in the period then ended. These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
February 29, 1996 by  correspondence  with the custodian  and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Amelia  Earhart:  Eagle Equity Fund as of February 29, 1996,  the results of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and financial highlights for each of the
three  years in the period  then ended in  conformity  with  generally  accepted
accounting principles.


                                   /s/ KPMG Peat Marwick LLP


Richmond, Virginia
April 5, 1996





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