As filed with the Securities and Exchange Commission on January 15, 1996
Securities Act File No. 33-51910
Investment Company Act File No. 811-7160
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 12
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 13
THE NOTTINGHAM INVESTMENT TRUST
105 North Washington Street
Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
Telephone (919) 972-9922
AGENT FOR SERVICE:
Frank P. Meadows III, Vice Chairman
105 North Washington Street
Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
With copies to:
M. Guy Brooks, III, Esq.
Poyner & Spruill, L.L.P.
3600 Glenwood Avenue
It is proposed that this filing will become effective:
X Immediately upon filing pursuant _ on , 1996 pursuant
to Rule 485(b) to Rule 485(b)
_ 60 days after filing pursuant _ on , 1996 pursuant
to Rule 485(a)(1) to Rule 485(a)(1)
_ 75 days after filing pursuant _ on , 1996 pursuant
to Rule 485(a)(2) to Rule 485(a)(2)
The issuer has previously registered an indefinite number of shares of six
classes: Nottingham Short Term Income Fund, The CarolinasFund, Greater
Cincinnati Fund, Amelia Earhart: Eagle Equity Fund, Legacy Equity Fund, and
Mississippi Opportunity Fund under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. The
Rule 24f-2 Notice for the year ended February 28, 1995 was filed on April 28,
1995.
<PAGE>
This filing includes the Prospectuses and Statements of Additional Information
of The CarolinasFund, Amelia Earhart: Eagle Equity Fund, Greater Cincinnati
Fund, Legacy Equity Fund, The Nottingham Short Term Income Fund and Mississippi
Opportunity Fund (Prospectus only), which are incorporated herein by reference
to Post-Effective Amendment Nos. 6, 8, 9, 10, and 11 to the Registrant's
Registration Statement on Form N-1A filed with the Commission on February 16,
1995, March 31, 1995, June 30, 1995, July 3, 1995, and August 10, 1995.
<PAGE>
THE NOTTINGHAM INVESTMENT TRUST
Mississippi Opportunity Fund
Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933
Form N-1A Item No. Prospectus Caption
PART A
Item 1 Cover Page Cover Page
Item 2 Synopsis Synopsis of Costs and Expenses
Item 3 Condensed Financial Other Information - Calculation
Information of Performance Data
Item 4 General Description Investment Objective and Policies
of Registrant Risk Factors
Investment Limitations
Item 5 Management of the Fund Management of the Fund
Item 5(a) Management's Discussion Not Applicable
of Fund Performance
Item 6 Capital Stock and Other Federal Income Taxes
Securities Dividends and Distributions
Other Information -
Description of Shares
Item 7 Purchase of Securities How Shares May Be Purchased
Being Offered How Shares Are Valued
Item 8 Redemption or Repurchase How Shares May Be Redeemed
Item 9 Pending Legal Proceedings Not Applicable
Statement of Additional
Information Caption
PART B
Item 10 Cover Page Cover Page
Item 11 Table of Contents Cover Page
Item 12 General Information Investment Objective and Policies
and History Investment Limitations
Description of the Trust
Management of the Fund
Item 13 Investment Objectives Investment Objective and Policies
and Policies Investment Limitations
Appendix A - Description of Ratings
Item 14 Management of the Fund Management of the Fund
Item 15 Control Persons and Principal Management of the Fund - Trustees
Holders of Securities and Officers
Capital Shares and Voting
Item 16 Investment Advisory Management of the Fund -
and Other Investment Advisor
Item 17 Brokerage Allocation and Management of the Fund - Distributor
Other Practices
Item 18 Capital Stock and Description of the Trust
Other Securities
Item 19 Purchase, Redemption Additional Purchase and Redemption
and Pricing Information of Securities Being Offered
Net Asset Value
Item 20 Tax Status Additional Information Concerning
Taxes
Item 21 Underwriters Management of the Fund - Distributor
Item 22 Calculation of Additional Information on Performance
Performance Data
Item 23 Financial Statements Semi-Annual Report of the Fund for
the period ended August 31, 1995
PART C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
<PAGE>
MISSISSIPPI OPPORTUNITY FUND
SUPPLEMENT DATED JANUARY 15, 1996
TO THE PROSPECTUS DATED APRIL 3, 1995
The information on the Mississippi Opportunity Fund (the "Fund"), a non-
diversified series of The Nottingham Investment Trust (the "Trust"), contained
in the Fund's Prospectus dated April 3, 1995 (the "Prospectus"), is amended to
reflect the following updated information:
1. The date of the Statement of Additional Information referenced on the
cover page of the Prospectus is changed to January 15, 1996, and as
amended or supplemented from time to time.
2. The following "FINANCIAL HIGHLIGHTS" section is added to the Prospectus:
FINANCIAL HIGHLIGHTS
The Fund has two classes of shares - Class A Shares and Class C Shares. See
"Other Information - Description of Shares." The financial data included in the
table below have been derived from unaudited financial statements of the Fund.
The information in the table below should be read in conjunction with the Fund's
latest unaudited financial statements and notes thereto for the fiscal period
ended August 31, 1995, which are included in the Statement of Additional
Information, a copy of which may be obtained at no charge by calling the Fund.
Further information about the performance of the Fund will be contained in the
Annual Report of the Fund, a copy of which may be obtained, when available, at
no charge by calling the Fund.
(For a Share Outstanding Throughout the Fiscal Period)
For the period For the period
from March 29, from April 7,
1995 (commencement 1995 (commencement
of operations) to of operations) to
August 31, 1995 August 31, 1995
Class A Class C
Net asset value, beginning of period $10.00 $10.00
Income from investment operations
Net investment income (loss) 0.01 (0.01)
Net realized and unrealized
gain on investments 1.06 1.05
Total from investment operations 1.07 1.04
Distributions to shareholders from
Net investment income (0.02) (0.01)
Net realized gain from
investment transactions 0.00 0.00
Total distributions (0.02) (0.01)
Net asset value, end of period $11.05 $11.03
Total return 10.71%(a) 10.46%
Ratios/supplemental data
Net assets, end of period $1,084,733 $440,200
Ratio of expenses to average net assets
Before expense reimbursements 5.70%(b) 6.22%(b)
After expense reimbursements 2.08%(b) 2.59%(b)
Ratio of net investment
loss to average net assets
Before expense reimbursements (3.40)%(b) (3.91)%(b)
After expense reimbursements 0.23%(b) (0.29)%(b)
Portfolio turnover rate 0.00% 0.00%
(a) Does not reflect payment of the maximum 3.5% sales charge for Class A
Shares.
(b) Annualized.
3. The information on the shares of the Fund as described under "Other
Information - Description of Shares" in the Prospectus is supplemented
with the following additional information:
As of January 9, 1996, the following entity owned of record or beneficially
more that 25% of the shares of the Fund: Harmon & Company, c/o Trustmark
National Bank Trust Department, P.O. Box 291, Jackson, Mississippi 39205, record
holder with respect to 54.478% of the Class C shares of the Fund. Accordingly,
this entity may be deemed to be a "controlling person" of the Fund within the
meaning of the 1940 Act.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MISSISSIPPI OPPORTUNITY FUND
January 15, 1996
A Series of
THE NOTTINGHAM INVESTMENT TRUST
105 North Washington Street, Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
Telephone 1-800-525-FUND
Table of Contents
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . 2
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . 5
NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . 6
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . 7
DESCRIPTION OF THE TRUST . . . . . . . . . . . . . . . . . 8
ADDITIONAL INFORMATION CONCERNING TAXES. . . . . . . . . . 9
MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . 10
SPECIAL SHAREHOLDER SERVICES . . . . . . . . . . . . . . . 15
ADDITIONAL INFORMATION ON PERFORMANCE. . . . . . . . . . . 16
APPENDIX A - DESCRIPTION OF RATINGS. . . . . . . . . . . . 18
SEMI-ANNUAL REPORT OF THE FUND FOR
THE PERIOD ENDED AUGUST 31, 1995 . . . . . . . . . ATTACHED
This Statement of Additional Information (the "Additional Statement") is meant
to be read in conjunction with the Prospectus dated April 3, 1995 for the
Mississippi Opportunity Fund (the "Fund"), as supplemented by a supplement dated
January 15, 1996, and is incorporated by reference in its entirety into the
Prospectus. Because this Additional Statement is not itself a prospectus, no
investment in shares of the Fund should be made solely upon the information
contained herein. Copies of the Fund's Prospectus may be obtained at no charge
by writing or calling the Fund at the address and phone number shown above.
This Additional Statement is not a prospectus but is incorporated by reference
in the Prospectus in its entirety. Capitalized terms used but not defined
herein have the same meanings as in the Prospectus.
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The following policies supplement the Fund's investment objective and policies
as set forth in the Prospectus. The Fund, organized in 1995, has no prior
operating history.
Additional Information on Fund Instruments. Attached to this Additional
Statement is Appendix A, which contains descriptions of the rating symbols used
by Rating Agencies for securities in which the Fund may invest.
Investment Transactions. Subject to the general supervision of the Trust's
Board of Trustees, the Advisor is responsible for, makes decisions with respect
to, and places orders for all purchases and sales of portfolio securities for
the Fund.
The annualized portfolio turnover rate for the Fund is calculated by dividing
the lesser of purchases or sales of portfolio securities for the reporting
period by the monthly average value of the portfolio securities owned during the
reporting period. The calculation excludes all securities whose maturities or
expiration dates at the time of acquisition are one year or less. Portfolio
turnover of the Fund may vary greatly from year to year as well as within a
particular year, and may be affected by cash requirements for redemption of
shares and by requirements that enable the Fund to receive favorable tax
treatment. Portfolio turnover will not be a limiting factor in making Fund
decisions, and the Fund may engage in short term trading to achieve its
investment objectives.
Purchases of money market instruments by the Fund are made from dealers,
underwriters and issuers. The Fund currently does not expect to incur any
brokerage commission expense on such transactions because money market
instruments are generally traded on a "net" basis by a dealer acting as
principal for its own account without a stated commission. The price of the
security, however, usually includes a profit to the dealer. Securities
purchased in underwritten offerings include a fixed amount of compensation to
the underwriter, generally referred to as the underwriter's concession or
discount. When securities are purchased directly from or sold directly to an
issuer, no commissions or discounts are paid.
Transactions on U.S. stock exchanges involve the payment of negotiated brokerage
commissions. On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. Transactions in the
over-the-counter market are generally on a net basis (i.e., without commission)
through dealers, or otherwise involve transactions directly with the issuer of
an instrument. The Fund's fixed income portfolio transactions will normally be
principal transactions executed in over-the-counter markets and will be executed
on a "net" basis, which may include a dealer markup. With respect to securities
traded only in the over-the-counter market, orders will be executed on a
principal basis with primary market makers in such securities except where
better prices or executions may be obtained on an agency basis or by dealing
with other than a primary market maker.
The Fund may participate, if and when practicable, in bidding for the purchase
of Fund securities directly from an issuer in order to take advantage of the
lower purchase price available to members of a bidding group. The Fund will
engage in this practice, however, only when the Advisor, in its sole discretion,
believes such practice to be otherwise in the Fund's interest.
In executing Fund transactions and selecting brokers or dealers, the Advisor
will seek to obtain the best overall terms available for the Fund. In assessing
the best overall terms available for any transaction, the Advisor shall consider
factors it deems relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. The sale of Fund shares may
be considered when determining the firms that are to execute brokerage
transactions for the Fund. In addition, the Advisor is authorized to cause the
Fund to pay a broker-dealer which furnishes brokerage and research services a
higher commission than that which might be charged by another broker-dealer for
effecting the same transaction, provided that the Advisor determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in terms
of either the particular transaction or the overall responsibilities of the
Advisor to the Fund. Such brokerage and research services might consist of
reports and statistics relating to specific companies or industries, general
summaries of groups of stocks or bonds and their comparative earnings and
yields, or broad overviews of the stock, bond and government securities markets
and the economy.
Supplementary research information so received is in addition to, and not in
lieu of, services required to be performed by the Advisor and does not reduce
the advisory fees payable by the Fund. The Trustees will periodically review
any commissions paid by the Fund to consider whether the commissions paid over
representative periods of time appear to be reasonable in relation to the
benefits inuring to the Fund. It is possible that certain of the supplementary
research or other services received will primarily benefit one or more other
investment companies or other accounts for which investment discretion is
exercised by the Advisor. Conversely, the Fund may be the primary beneficiary
of the research or services received as a result of securities transactions
effected for such other account or investment company.
The Advisor may also utilize a brokerage firm affiliated with the Trust or the
Advisor if it believes it can obtain the best execution of transactions from
such broker. The Fund will not execute portfolio transactions through, acquire
securities issued by, make savings deposits in or enter into repurchase
agreements with the Advisor or an affiliated person of the Advisor (as such term
is defined in the 1940 Act) acting as principal, except to the extent permitted
by the Securities and Exchange Commission ("SEC"). In addition, the Fund will
not purchase securities during the existence of any underwriting or selling
group relating thereto of which the Advisor, or an affiliated person of the
Advisor, is a member, except to the extent permitted by the SEC. Under certain
circumstances, the Fund may be at a disadvantage because of these limitations in
comparison with other investment companies that have similar investment
objectives but are not subject to such limitations.
Investment decisions for the Fund will be made independently from those for any
other series of the Trust, if any, and for any other investment companies and
accounts advised or managed by the Advisor. Such other investment companies and
accounts may also invest in the same securities as the Fund. To the extent
permitted by law, the Advisor may aggregate the securities to be sold or
purchased for the Fund with those to be sold or purchased for other investment
companies or accounts in executing transactions. When a purchase or sale of the
same security is made at substantially the same time on behalf of the Fund and
another investment company or account, the transaction will be averaged as to
price and available investments allocated as to amount, in a manner which the
Advisor believes to be equitable to the Fund and such other investment company
or account. In some instances, this investment procedure may adversely affect
the price paid or received by the Fund or the size of the position obtained or
sold by the Fund.
Repurchase Agreements. The Fund may acquire U.S. Government Securities or
corporate debt securities subject to repurchase agreements. A repurchase
transaction occurs when, at the time the Fund purchases a security (normally a
U.S. Treasury obligation), it also resell it to the vendor (normally a member
bank of the Federal Reserve or a registered Government Securities dealer) and
must deliver the security (and/or securities substituted for them under the
repurchase agreement) to the vendor on an agreed upon date in the future. The
repurchase price exceeds the purchase price by an amount which reflects an
agreed upon market interest rate effective for the period of time during which
the repurchase agreement is in effect. Delivery pursuant to the resale will
occur within one to five days of the purchase.
Repurchase agreements are considered "loans" under the Investment Company Act of
1940, as amended (the "1940 Act"), collateralized by the underlying security.
The Trust will implement procedures to monitor on a continuous basis the value
of the collateral serving as security for repurchase obligations. Additionally,
the Advisor to the Fund will consider the creditworthiness of the vendor. If
the vendor fails to pay the agreed upon resale price on the delivery date, the
Fund will retain or attempt to dispose of the collateral. The Fund's risk is
that such default may include any decline in value of the collateral to an
amount which is less than 100% of the repurchase price, any costs of disposing
of such collateral, and any loss resulting from any delay in foreclosing on the
collateral. The Fund will not enter into any repurchase agreement which will
cause more than 10% of its net assets to be invested in repurchase agreements
which extend beyond seven days and other illiquid securities.
Description of Money Market Instruments. Money market instruments may include
U.S. Government Securities or corporate debt securities (including those subject
to repurchase agreements), provided that they mature in thirteen months or less
from the date of acquisition and are otherwise eligible for purchase by the
Fund. Money market instruments also may include Banker's Acceptances and
Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper and
Variable Amount Demand Master Notes ("Master Notes"). Banker's Acceptances are
time drafts drawn on and "accepted" by a bank. When a bank "accepts" such a
time draft, it assumes liability for its payment. When the Fund acquires a
Banker's Acceptance the bank which "accepted" the time draft is liable for
payment of interest and principal when due. The Banker's Acceptance carries the
full faith and credit of such bank. A Certificate of Deposit ("CD") is an
unsecured interest bearing debt obligation of a bank. Commercial Paper is an
unsecured, short term debt obligation of a bank, corporation or other borrower.
Commercial Paper maturity generally ranges from two to 270 days and is usually
sold on a discounted basis rather than as an interest bearing instrument. The
Fund will invest in Commercial Paper only if it is rated in one of the top two
rating categories by Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Ratings Group ("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff &
Phelps ("D&P") or, if not rated, of equivalent quality in the Advisor's opinion.
Commercial Paper may include Master Notes of the same quality. Master Notes are
unsecured obligations which are redeemable upon demand of the holder and which
permit the investment of fluctuating amounts at varying rates of interest.
Master Notes are acquired by the Fund only through the Master Note program of
the Fund's custodian bank, acting as administrator thereof. The Advisor will
monitor, on a continuous basis, the earnings power, cash flow and other
liquidity ratios of the issuer of a Master Note held by the Fund.
Illiquid Investments. The Fund may invest up to 10% of its net assets in
illiquid securities, which are investments that cannot be sold or disposed of in
the ordinary course of business within seven days at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees, the
Advisor determines the liquidity of the Fund's investments and, through reports
from the Advisor, the Board monitors investments in illiquid instruments. In
determining the liquidity of the Fund's investments, the Advisor may consider
various factors including (1) the frequency of trades and quotations, (2) the
number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features) and (5) the nature of the marketplace for trades
(including the ability to assign or offset the Fund's rights and obligations
relating to the investment). Investments currently considered by the Fund to be
illiquid include repurchase agreements not entitling the holder to payment of
principal and interest within seven days and restricted securities. If through
a change in values, net assets or other circumstances, the Fund were in a
position where more than 10% of its net assets were invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
Restricted Securities. Within its limitation on investment in illiquid
securities, the Fund may purchase restricted securities that generally can be
sold in privately negotiated transactions, pursuant to an exemption from
registration under the federal securities laws, or in a registered public
offering. Where registration is required, the Fund may be obligated to pay all
or part of the registration expense and a considerable period may elapse between
the time it decides to seek registration and the time the Fund may be permitted
to sell a security under an effective registration statement. If during such a
period, adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to seek registration of the
security.
Writing Covered Call Options
Options Generally. When the Advisor believes that individual portfolio
securities are approaching the top of the Advisor's growth and price
expectations, covered call options ("calls") may be written (sold) against such
securities in a disciplined approach to selling portfolio securities. The Fund
writes options only for hedging purposes and not for speculation. When the Fund
writes a call, it receives a premium and agrees to sell the underlying
securities to a purchaser of a corresponding call at any time during the call
period (usually not more than 9 months) at a fixed exercise or "strike" price
(which may, and often does, differ from the market price of the underlying
securities at the time of writing the call). The strike price remains the same
throughout the option period, regardless of market price changes. To terminate
its obligation on a call the Fund has written, it may purchase a corresponding
call in a "closing purchase transaction." A profit or loss will be realized,
depending upon whether the price of the closing purchase transaction is more or
less than the premium (net of transaction costs) previously received on the call
written. The Fund may also realize a profit if the call it has written lapses
unexercised, in which case the Fund keeps the premium and retains the underlying
securities as well. If a call written by the Fund is exercised the Fund forgoes
any possible profit from an increase in the market price of the underlying
security over the exercise price plus the premium received.
Regulatory Aspects of Writing Options. Utilizing the facilities of the
Options Clearing Corporation ("OCC"), the Fund's Custodian or a securities
depository acting for the Custodian, will, as the Fund's escrow agent, hold the
securities underlying calls written by the Fund, so that no margin will be
required for such transactions. OCC will release the securities on the
expiration of the calls or upon the Fund's entering into a closing purchase
transaction. Call writing affects the Fund's portfolio turnover rate and the
brokerage commissions it pays. Commissions for options, which are normally
higher than for general securities transactions, are payable when writing calls
and when purchasing closing purchase transactions. The writing of call options
by the Fund is subject to limitations established by each of the exchanges
governing the maximum number of options which may be written or held by a single
investor or group of investors acting in concert, regardless of whether the
options were written or purchased on the same or different exchanges or are held
in one or more accounts or through one or more different exchanges or through
one or more brokers. Therefore the number of calls the Fund may write (or
purchase in closing transactions) may be affected by options written or held by
other entities, including other clients of the Investment Adviser. An exchange
may order the liquidation of positions found to be in violation of these limits
and may impose certain other sanctions.
Tax Aspects of Writing Options. Profits on closing purchase
transactions and premiums on lapsed calls written are considered capital gains
for financial reporting purposes and are short term gains for Federal income tax
purposes. When short term gains are distributed to shareholders, they are taxed
as ordinary income. If the Fund desires to enter into a closing purchase
transaction, but there is no market when it desires to do so, it would have to
hold the securities underlying the call until the call lapses or until the call
is exercised. The Fund intends to remain qualified as a "regulated investment
company" under Subchapter M of the Internal Revenue Code. One of the
requirements for such qualification is that gains realized from the sale of
securities held by the Fund less than three months must comprise less than 30%
of the Fund's gross income. Due to this requirement, the Fund will limit the
extent to which it writes call options on investments held less than 3 months.
INVESTMENT LIMITATIONS
The Fund has adopted the following fundamental investment limitations, which
cannot be changed without approval by holders of a majority of the outstanding
voting shares of the Fund. A "majority" for this purpose means the lesser of
(i) 67% of the Fund's outstanding shares represented in person or by proxy at a
meeting at which more than 50% of its outstanding shares are represented, or
(ii) more than 50% of its outstanding shares. Unless otherwise indicated,
percentage limitations apply at the time of purchase.
As a matter of fundamental policy, the Fund may not:
(1) Issue senior securities, borrow money, or pledge its assets, except that
it may borrow from banks as a temporary measure (a) for extraordinary or
emergency purposes, in amounts not exceeding 5% of its total assets or
(b) in order to meet redemption requests in amounts not exceeding 15% of
its total assets. The Fund will not make any further investments if
borrowing exceeds 5% of its total assets until such time as total
borrowing represents less than 5% of Fund assets;
(2) Invest for the purpose of exercising control or management of another
issuer;
(3) Purchase or sell commodities or commodities contracts, real estate
(including limited partnership interests, but excluding readily
marketable securities secured by real estate or interests therein,
readily marketable interests in real estate investment trusts, or
readily marketable securities issued by companies that invest in real
estate or interests therein) or interests in oil, gas, or other mineral
exploration or development programs or leases (although it may invest in
readily marketable securities of issuers that invest in or sponsor such
programs or leases);
(4) Underwrite securities issued by others except to the extent that the
disposition of portfolio securities, either directly from an issuer or
from an underwriter for an issuer may be deemed to be an underwriter
under the federal securities laws;
(5) Invest in warrants, valued at the lower of cost or market, exceeding
more than 5% of the value of the Fund's net assets. Included within
this amount, but not to exceed 2% of the value of the Fund's net assets,
may be warrants which are not listed on the New York or American Stock
Exchange; warrants acquired by the Fund in units or attached to
securities may be deemed to be without value;
(6) Participate on a joint or joint and several basis in any trading account
in securities;
(7) Purchase foreign securities;
(8) Invest more than 10% of its total assets in the securities of one or
more investment companies;
(9) Make loans of money or securities, except that the Fund may (i) invest
in repurchase agreements and commercial paper; (ii) purchase a portion
of an issue of publicity distributed bonds, debentures or other debt
securities; and (iii) acquire private issues of debt securities subject
to the limitations on investments in illiquid securities; or
(10) Write, purchase, or sells puts, calls, straddles, spreads, or
combinations thereof or futures contracts or related options (but the
Fund may write covered call options as described in the Prospectus).
The following investment limitations are not fundamental and may be changed
without shareholder approval. As a matter of non-fundamental policy, the Fund
may not:
(1) Invest in securities of issuers which have a record of less than three
years' continuous operation (including predecessors and, in the case of
bonds, guarantors) if more than 5% of its total assets would be invested
in such securities;
(2) Invest more than 10% of its net assets in illiquid securities. For this
purpose, illiquid securities include, among others (a) securities for
which no readily available market exists or which have legal or
contractual restrictions on resale, (b) fixed time deposits that are
subject to withdrawal penalties and have maturities of more than seven
days, and (c) repurchase agreements not terminable within seven days;
(3) Invest in the securities of any issuer if those officers or Trustees of
the Trust and those officers and directors of the Advisor who
individually own more than 1/2 of 1% of the outstanding securities of
such issuer together own more than 5% of such issuer's securities;
(4) Make short sales of securities or maintain a short position, except
short sales "against the box;" (A short sale is made by selling a
security the Fund do not own. A short sale is "against the box" to the
extent that the Fund contemporaneously owns or has the right to obtain
at no additional cost securities identical to those sold short) (while
the Fund has reserved the right to make short sales "against the box,"
the Advisor has no present intention of engaging in such transactions at
this time or during the coming year); or
(5) Purchase any securities on margin except in connection with such short-
term credits as may be necessary for the clearance of transactions.
Whenever any fundamental investment policy or investment restriction states a
maximum percentage of assets, it is intended that if the percentage limitation
is met at the time the investment is made, a later change in percentage
resulting from changing total or net asset values will not be considered a
violation of such policy.
NET ASSET VALUE
The net asset value per share of each Class of Shares of the Fund is determined
at 4:00 p.m., New York time, Monday through Friday, except on business holidays
when the New York Stock Exchange is closed. The New York Stock Exchange
recognizes the following holidays: New Year's Day, President's Day, Good
Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas
Day. Any other holiday recognized by the New York Stock Exchange will be
considered a business holiday on which the net asset value of each Class of
Shares of the Fund will not be calculated.
The net asset value per share of each Class of the Fund is calculated separately
by adding the value of the Fund's securities and other assets belonging to the
Fund and attributable to that Class, subtracting the liabilities charged to the
Fund and to that Class, and dividing the result by the number of outstanding
shares of such Class. "Assets belonging to" the Fund consist of the
consideration received upon the issuance of shares of the Fund together with all
net investment income, realized gains/losses and proceeds derived from the
investment thereof, including any proceeds from the sale of such investments,
any funds or payments derived from any reinvestment of such proceeds, and a
portion of any general assets of the Trust not belonging to a particular
investment Fund. Income, realized and unrealized capital gains and losses, and
any expenses of the Fund not allocated to a particular Class of the Fund will be
allocated to each Class of the Fund on the basis of the net asset value of that
Class in relation to the net asset value of the Fund. Assets belonging to the
Fund are charged with the direct liabilities of the Fund and with a share of the
general liabilities of the Trust, which are normally allocated in proportion to
the number of or the relative net asset values of all of the Trust's series at
the time of allocation or in accordance with other allocation methods approved
by the Board of Trustees. Certain expenses attributable to a particular Class
of shares (such as the distribution and service fees attributable to each Class
of Shares) will be charged against that Class of shares. Certain other expenses
attributable to a particular Class of shares (such as registration fees,
professional fees, and certain printing and postage expenses) may be charged
against that Class of shares if such expenses are actually incurred in a
different amount by that Class or if the Class receives services of a different
kind or to a different degree than other Classes, and the Board of Trustees
approves such allocation. Subject to the provisions of the Declaration of
Trust, determinations by the Board of Trustees as to the direct and allocable
liabilities, and the allocable portion of any general assets, with respect to
the Fund and the Classes of the Fund are conclusive.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Purchases. Shares of the Fund are offered and sold on a continuous basis and
may be purchased through authorized investment dealers or directly by contacting
the Distributor or the Fund. The minimum for initial investments is $2,000
($1,000 for IRAs) and for any subsequent investment is $100. Selling dealers
have the responsibility of transmitting orders promptly to the Fund. The public
offering price of shares of the Fund equals net asset value, plus a sales charge
for the Class A Shares. Capital Investment Group, Inc. (the "Distributor")
receives this sales charge as Distributor and may reallow it in the form of
dealer discounts and brokerage commissions. The current schedule of sales
charges and related dealer discounts and brokerage commissions is set forth in
the Prospectus, along with the information on current purchases, rights of
accumulation, and letters of intent. See "How Shares May Be Purchased" in the
Prospectus.
Distribution Plan. The Trust has adopted separate Distribution Plans
(collectively the "Plan") for the Class A shares and the Class C shares of the
Fund pursuant to Rule 12b-1 under the 1940 Act (see "How Shares May Be Purchased
- - Distribution Plan" in the Prospectus). Under the Plan the Fund may expend up
to 0.50% of the Class A shares' average net assets annually, and 1.00% of the
Class C shares' average net assets annually, to finance any activity which is
primarily intended to result in the sale of Class A or Class C shares of the
Fund and the servicing of shareholder accounts, provided the Trust's Board of
Trustees has approved the category of expenses for which payment is being made.
Such expenditures paid as service fees to any person who sells Class A or Class
C shares of the Fund may not exceed 0.25% of the average annual net asset value
of such shares. Such expenditures paid for distribution activities as an asset-
based sales charge may not exceed 0.75% of the Class C shares' average annual
net asset value. Potential benefits of the Plan to the Fund include improved
shareholder servicing, savings to the Fund in transfer agency costs, benefits to
the investment process from growth and stability of assets and maintenance of a
financially healthy management organization.
All of the distribution expenses incurred by the Distributor and others, such as
broker-dealers, in excess of the amount paid by the Fund will be borne by such
persons without any reimbursement from the Fund. Subject to seeking best
execution, the Fund may, from time to time, buy or sell portfolio securities
from or to firms which receive payments under the Plan.
From time to time the Distributor may pay additional amounts from its own
resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.
The Plan and the related Distribution Agreement with the Distributor have been
approved by the Board of Trustees of the Trust, including a majority of the
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Trust and who have no direct or indirect financial interest in the Plan or any
related agreements, by vote cast in person or at a meeting duly called for the
purpose of voting on the Plan and such Agreement. Continuation of the Plan and
the Distribution Agreement must be approved annually by the Board of Trustees in
the same manner as specified above.
Each year the Trustees must determine whether continuation of the Plan is in the
best interest of shareholders of the Fund and that there is a reasonable
likelihood of its providing a benefit to the Fund, and the Board of Trustees has
made such a determination for the current year of operations under the Plan.
The Plan and the Distribution Agreement may be terminated at any time without
penalty by a majority of those trustees who are not "interested persons" or by
a
majority vote of the Class A shares' or Class C shares' outstanding voting
stock. Any amendment materially increasing the maximum percentage payable under
the Plan must likewise be approved by a majority vote of the Class A shares' or
Class C shares' outstanding voting stock, as well as by a majority vote of those
trustees who are not "interested persons." Also, any other material amendment
to the Plan must be approved by a majority vote of the trustees including a
majority of the noninterested Trustees of the Trust having no interest in the
Plan. In addition, in order for the Plan to remain effective, the selection and
nomination of Trustees who are not "interested persons" of the Trust must be
effected by the Trustees who themselves are not "interested persons" and who
have no direct or indirect financial interest in the Plan. Persons authorized
to make payments under the Plan must provide written reports at least quarterly
to the Board of Trustees for their review.
Redemptions. Under the 1940 Act, the Fund may suspend the right of redemption
or postpone the date of payment for shares during any period when (a) trading on
the New York Stock Exchange is restricted by applicable rules and regulations of
the SEC; (b) the Exchange is closed for other than customary weekend and holiday
closings; (c) the SEC has by order permitted such suspension; or (d) an
emergency exists as determined by the SEC. The Fund may also suspend or
postpone the recordation of the transfer of shares upon the occurrence of any of
the foregoing conditions.
In addition to the situations described in the Prospectus under "How Shares may
be Redeemed," the Fund may redeem shares involuntarily to reimburse the Fund for
any loss sustained by reason of the failure of a shareholder to make full
payment for shares purchased by the shareholder or to collect any charge
relating to a transaction effected for the benefit of a shareholder which is
applicable to Fund shares as provided in the Prospectus from time to time.
DESCRIPTION OF THE TRUST
The Trust is an unincorporated business trust organized under Massachusetts law
on August 12, 1992. The Trust's Declaration of Trust authorizes the Board of
Trustees to divide shares into series, each series relating to a separate
portfolio of investments and to classify and reclassify any unissued shares into
one or more classes of shares of each such series. The Declaration of Trust
currently provides for the shares of six series, the Mississippi Opportunity
Fund (the subject of this Additional Statement); Amelia Earhart: Eagle Equity
Fund managed by Amelia Earhart Capital Management, Inc. of Southfield, Michigan;
Legacy Equity Fund managed by Legacy Advisors, Inc. of Dallas Texas; the
Greater Cincinnati Fund managed by CityFund Advisory, Inc. of Cincinnati, Ohio;
The CarolinasFund managed by Morehead Advisors, LLC of Charlotte, North
Carolina; and Nottingham Short Term Income Fund managed by Nottingham Asset
Management, LLC of Rocky Mount, North Carolina. The number of shares of each
series shall be unlimited. Each series of shares of the Trust is divided into
two classes of shares, except the Legacy Equity Fund and the Nottingham Short
Term Income Fund. The Trust does not intend to issue share certificates.
In the event of a liquidation or dissolution of the Trust or an individual
series, such as the Fund, shareholders of a particular series would be entitled
to receive the assets available for distribution belonging to such series.
Shareholders of a series are entitled to participate equally in the net
distributable assets of the particular series involved on liquidation, based on
the number of shares of the series that are held by each shareholder. If there
are any assets, income, earnings, proceeds, funds or payments, that are not
readily identifiable as belonging to any particular series, the Trustees shall
allocate them among any one or more of the series as they, in their sole
discretion, deem fair and equitable.
Shareholders of all of the series of the Trust, including the Fund, will vote
together and not separately on a series-by-series or class-by-class basis,
except as otherwise required by law or when the Board of Trustees determines
that the matter to be voted upon affects only the interests of the shareholders
of a particular series or class. Rule 18f-2 under the 1940 Act provides that
any matter required to be submitted to the holders of the outstanding voting
securities of an investment company such as the Trust shall not be deemed to
have been effectively acted upon unless approved by the holders of a majority of
the outstanding shares of each series or class affected by the matter. A series
or class is affected by a matter unless it is clear that the interests of each
series or class in the matter are substantially identical or that the matter
does not affect any interest of the series or class. Under Rule 18f-2, the
approval of an investment advisory agreement or any change in a fundamental
investment policy would be effectively acted upon with respect to a series only
if approved by a majority of the outstanding shares of such series. However,
the Rule also provides that the ratification of the appointment of independent
accountants, the approval of principal underwriting contracts and the election
of Trustees may be effectively acted upon by shareholders of the Trust voting
together, without regard to a particular series or class.
When used in the Prospectus or this Additional Statement, a "majority" of
shareholders means the vote of the lesser of (1) 67% of the shares of the Trust
or the applicable series present at a meeting if the holders of more than 50% of
the outstanding shares or class are present in person or by proxy, or (2) more
than 50% of the outstanding shares of the Trust or the applicable series or
class.
When issued for payment as described in the Prospectus and this Additional
Statement, shares of the Fund will be fully paid and non-assessable.
The Declaration of Trust provides that the Trustees of the Trust will not be
liable in any event in connection with the affairs of the Trust, except as such
liability may arise from his or her own bad faith, willful misfeasance, gross
negligence, or reckless disregard of duties. It also provides that all third
parties shall look solely to the Trust property for satisfaction of claims
arising in connection with the affairs of the Trust. With the exceptions
stated, the Declaration of Trust provides that a Trustee or officer is entitled
to be indemnified against all liability in connection with the affairs of the
Trust.
ADDITIONAL INFORMATION CONCERNING TAXES
The following summarizes certain additional tax considerations generally
affecting the Fund and its shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Fund or its shareholders, and the discussion here and in the
Prospectus is not intended as a substitute for careful tax planning and is based
on tax laws and regulations that are in effect on the date hereof; such laws and
regulations may be changed by legislative, judicial, or administrative action.
Investors are advised to consult their tax advisors with specific reference to
their own tax situations.
Each series of the Trust, including the Fund, will be treated as a separate
corporate entity under the Code and intends to qualify or remain qualified as a
regulated investment company. In order to so qualify, each series must elect to
be a regulated investment company or have made such an election for a previous
year and must satisfy, in addition to the distribution requirement described in
the Prospectus, certain requirements with respect to the source of its income
for a taxable year. At least 90% of the gross income of each series must be
derived from dividends, interest, payments with respect to securities loans,
gains from the sale or other disposition of stocks, securities or foreign
currencies, and other income derived with respect to the series' business of
investing in such stock, securities or currencies. Any income derived by a
series from a partnership or trust is treated as derived with respect to the
series' business of investing in stock, securities or currencies only to the
extent that such income is attributable to items of income that would have been
qualifying income if realized by the series in the same manner as by the
partnership or trust.
Another requirement for qualification as a regulated investment company under
the Code is that less than 30% of a series' gross income for a taxable year must
be derived from gains realized on the sale or other disposition of the following
investments held for less than three months: (l) stock and securities (as
defined in Section 2(a) (36) of the 1940 Act); (2) options, futures and forward
contracts other than those on foreign currencies; or (3) foreign currencies (or
options, futures or forward contracts on foreign currencies) that are not
directly related to a series' principal business of investing in stocks or
securities (or options and futures with respect to stocks or securities).
Interest (including original issue discount and, with respect to certain debt
securities, accrued market discount) received by a series upon maturity or
disposition of a security held for less than three months will not be treated as
gross income derived from the sale or other disposition of such security within
the meaning of this requirement. However, any other income which is
attributable to realized market appreciation will be treated as gross income
from the sale or other disposition of securities for this purpose.
An investment company may not qualify as a regulated investment company for any
taxable year unless it satisfies certain requirements with respect to the
diversification of its investments at the close of each quarter of the taxable
year. In general, at least 50% of the value of its total assets must be
represented by cash, cash items, government securities, securities of other
regulated investment companies and other securities which, with respect to any
one issuer, do not represent more than 5% of the total assets of the investment
company nor more than 10% of the outstanding voting securities of such issuer.
In addition, not more than 25% of the value of the investment company's total
assets may be invested in the securities (other than government securities or
the securities of other regulated investment companies) of any one issuer. The
Fund intends to satisfy all requirements on an ongoing basis for continued
qualification as a regulated investment company.
Each series of the Trust, including the Fund, will designate any distribution of
long term capital gains as a capital gain dividend in a written notice mailed to
shareholders within 60 days after the close of the series' taxable year.
Shareholders should note that, upon the sale or exchange of series shares, if
the shareholder has not held such shares for at least six months, any loss on
the sale or exchange of those shares will be treated as long term capital loss
to the extent of the capital gain dividends received with respect to the shares.
A 4% nondeductible excise tax is imposed on regulated investment companies that
fail to currently distribute an amount equal to specified percentages of their
ordinary taxable income and capital gain net income (excess of capital gains
over capital losses). Each series of the Trust, including the Fund, intends to
make sufficient distributions or deemed distributions of its ordinary taxable
income and any capital gain net income prior to the end of each calendar year to
avoid liability for this excise tax.
If for any taxable year a series does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders). In such event, dividend
distributions (whether or not derived from interest on tax-exempt securities)
would be taxable as ordinary income to shareholders to the extent of the series'
current and accumulated earnings and profits, and would be eligible for the
dividends received deduction for corporations.
Each series of the Trust, including the Fund, will be required in certain cases
to withhold and remit to the U.S. Treasury 31% of taxable dividends or 31% of
gross proceeds realized upon sale paid to shareholders who have failed to
provide a correct tax identification number in the manner required, or who are
subject to withholding by the Internal Revenue Service for failure properly to
include on their return payments of taxable interest or dividends, or who have
failed to certify to the Fund that they are not subject to backup withholding
when required to do so or that they are "exempt recipients."
Depending upon the extent of the Fund's activities in states and localities in
which its offices are maintained, in which its agents or independent contractors
are located or in which it is otherwise deemed to be conducting business, the
Fund may be subject to the tax laws of such states or localities. In addition,
in those states and localities that have income tax laws, the treatment of the
Fund and its shareholders under such laws may differ from their treatment under
federal income tax laws.
MANAGEMENT OF THE FUND
Trustees and Officers. The Trustees and executive officers of the Trust, their
ages, and their principal occupations for the last five years are as follows:
Name, Position(s) Principal Occupation(s)
and Address During Past 5 Years
Robert A. Blackmon III, 35 Investment Executive
Trustee* Robert Thomas Securities
400 East Capitol Street Jackson, Mississippi
Jackson, Mississippi 39201 since July 1994; previously
Vice President
Trustmark National Bank
Jackson, Mississippi
John P. Boone, 63 President,
Trustee* Legacy Advisors, Inc.,
President Dallas, Texas;
Legacy Equity Fund Executive Vice President,
2911 Turtle Creek Boulevard Forum Securities, Inc.
Suite 400 Dallas, Texas
Dallas, Texas 75219
Jack E. Brinson, 63 President, Brinson Investment Co.
Trustee President, Brinson Chevrolet, Inc.
1105 Panola Street Tarboro, North Carolina
Tarboro, North Carolina 27886
Dodie M. Duffy, 32 Compliance Administrator,
Secretary The Nottingham Company,
105 North Washington Street Rocky Mount, North Carolina,
Rocky Mount, North Carolina 27802 since 1993, previously,
Paralegal,
W. Michael Stemmans,
Attorney at Law,
Baton Rouge, Louisiana
Jeffrey A. Egan, 35 Vice President,
Trustee Cambridge Capital Management,
One Towne Square, Suite 1913 Southfield, Michigan,
Southfield, Michigan 48076 a division of Cambridge Financial
Services, a consulting and securities
brokerage firm,
Southfield, Michigan
Ashby M. Foote, III, 44 President
President Vector Money Management, Inc.
Mississippi Opportunity Fund Jackson, Mississippi
One Jackson Place, Suite 1070
Jackson, Mississippi 39201
H. Kel Landis, III, 39 Executive Vice President,
Trustee Centura Bank,
304 Stonybrook Road Rocky Mount, North Carolina
Rocky Mount, North Carolina 27803
J. Finley Lee, Jr., 56 Julian Price Professor of Business
Administration
Trustee University of North Carolina
614 Croom Court Chapel Hill, North Carolina
Chapel Hill, North Carolina 27514
John E. Lynch, 35 Investment Executive
Vice President Robert Thomas Securities
Mississippi Opportunity Fund since July 1994; previously
400 East Capitol Street Vice President
Jackson, Mississippi 39201 Paine Webber, Inc.
Jackson, Mississippi
Frank P. Meadows III, 34 Managing Director,
President The Nottingham Company,
Nottingham Short Term Income Fund Rocky Mount, North Carolina;
Trustee, Vice Chairman and Treasurer* Registered Representative and
105 North Washington Street Limited Securities Principal,
Rocky Mount, North Carolina 27802 Capital Investment Group, Inc.
Raleigh, North Carolina
O. James Peterson, III, 60 Financial/Management Consultant
Trustee Richmond, Virginia
Five Bellona Arsenal since March 1994; previously
Midlothian, Virginia Senior Vice President, Chief Financial
Officer
Dominion Resources, Inc;
Richmond, Virginia
Vice Chairman of Board of Directors
Dominion Lands, Inc.
Richmond, Virginia
John C. Ramsay, 32 President
Trustee* R.H. York & Company
President (f/k/a Ramsay Hughes Investment Services,
Inc.)
Greater Cincinnati Fund Cincinnati, Ohio
525 Vine Street #1800 since March 1992; previously
Cincinnati, Ohio 45202 Investment Consultant
Corporate Securities Group
Boca Raton, Florida
since November 1991; previously
Investment Consultant
Legg Mason Wood Walker
Cincinnati, Ohio
Christopher J. Smith, 28 Director,
Trustee and Chairman* Amelia Earhart Capital Management, Inc.,
President Southfield, Michigan;
Amelia Earhart: Eagle Equity Fund Corporate Counsel,
One Towne Square, Suite 1913 Seligman & Associates,
Southfield, Michigan 48076 Southfield, Michigan,
a real estate management and development
company
Robert B. Thompson, 48 Chief Executive Officer
Trustee* Morehead Capital Advisors LLC
President Morehead Investment Advisors, Inc.
The CarolinasFund Charlotte, North Carolina;
1944 Brunswick Avenue Registered Representative,
Charlotte, North Carolina 28207 Capital Investment Group, Inc.
Raleigh, North Carolina
Timothy C. Wheeler, 36 Senior Vice President,
Vice President Legacy Advisors, Inc.,
Legacy Equity Fund Dallas, Texas;
2911 Turtle Creek Boulevard Vice President,
Suite 400 Forum Securities, Inc.
Dallas, Texas 75219 Dallas, Texas
_______________________________
* Indicates that the Trustee is an "interested person" of the Trust for
purposes of the 1940 Act because of his affiliation with the Trust or one of the
investment advisors to the Trust.
The officers of the Trust will not receive compensation from the Trust for
performing the duties of their offices. Each non-affiliated Trustee receives a
fee of $2,000 each year plus $250 per series of the Trust per meeting attended
in person and $100 per series of the Trust per meeting attended by telephone.
All Trustees are reimbursed for any out-of-pocket expenses incurred in
connection with attendance at meetings.
Principal Holders of Voting Securities. As of January 9, 1996, the Trustees and
Officers of the Trust as a group owned beneficially (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of the Fund. On
the same date the following shareholders owned of record more than 5% of the
outstanding shares of beneficial interest of the Fund. Except as provided
below, no person is known by the Trust to be the beneficial owner of more than
5% of the outstanding shares of the Fund as of January 9, 1996.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership* Percent
Class A Shares
Capitol Investors, Inc. 10,019.015 7.819%
P.O. Box 1683
Jackson, Mississippi 39215
Sta-Home Home Health Agency Inc. 24,670.086 19.254%
Pension Plan
M. Caracci, V. Caracci and
Carol Slaughter Co-Trustees
406 Briarwood Drive, Building 200
Jackson, Mississippi 39206
Gus Primos Family Trust 9,998.778 7.804%
Hugh C. Montgomery, Jr. Trustee
P.O. Box 22567
Jackson, Mississippi 39225-2567
Gus A. Primos 10,016.010 7.817%
2829 Lakeland Drive
Suite 1500 B
Jackson, Mississippi 39208
Gulf Guaranty Life Insurance Company 9,206.264 7.185%
P.O. Box 12409
Jackson, Mississippi 39236
Class C Shares
Harmon & Company 25,453.197 54.992%**
c/o Trustmark National Bank
Trust Department
P.O. Box 291
Jackson, Mississippi 39205
Raymond James & Associates, Inc. CDSN 5,003.590 10.810%
William F. Lynch Jr. IRA
P.O. Box 12749
St. Petersburg, Florida 33733-2749
* The shares indicated are believed by the Trust to be owned both of record and
beneficially, except shares held by Raymond James & Associates, Inc. (owned of
record for the benefit of its customers).
** Pursuant to applicable SEC regulations, this shareholder is deemed to control
the Class of shares of the Fund.
Investment Advisor. Information about Vector Money Management, Inc., One
Jackson Place, Suite 1070 Jackson, Mississippi 39201 (the "Advisor") and its
duties and compensation as Advisor is contained in the Prospectus.
The Advisor will receive a monthly management fee equal to an annual rate of
0.875% of the average daily net asset value of the Fund. Restrictive
limitations may be imposed on the Fund as a result of changes in current state
laws and regulations in those states where the Fund has qualified its shares, or
by a decision of the Trustees to qualify the shares in other states having
restrictive expense limitations.
Under the Advisory Agreement, the Advisor is not liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of such Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from its reckless
disregard of its duties and obligations under the Agreement.
The Administrator and Transfer Agent. The Trust has entered into a Fund
Accounting, Dividend Disbursing & Transfer Agent and Administration Agreement
with The Nottingham Company, L.L.C. (the "Administrator"), 105 North Washington
Street, Post Office Drawer 69, Rocky Mount, North Carolina 27802-0069, pursuant
to which the Administrator receives a fee at the annual rate of 0.20% of the
average daily net assets of the Fund on the first $50 million; 0.175% of the
next $50 million; and 0.15% of its average daily net assets in excess of $100
million. In addition, the Administrator currently receives a base monthly fee of
$2,000 for the first Class of the Fund and $750 for each additional Class of the
Fund for accounting and recordkeeping services for the Fund. The Administrator
also charges the Fund for certain costs involved with the daily valuation of
investment securities and is reimbursed for out-of-pocket expenses. The
Administrator charges a minimum fee of $3,000 per month for all of its fees
taken in the aggregate, analyzed monthly.
The Administrator will perform the following services for the Fund: (1)
coordinate with the Custodian and monitor the services it provides to the Fund;
(2) coordinate with and monitor any other third parties furnishing services to
the Fund; (3) provide the Fund with necessary office space, telephones and other
communications facilities and personnel competent to perform administrative and
clerical functions for the Fund; (4) supervise the maintenance by third parties
of such books and records of the Fund as may be required by applicable federal
or state law; (5) prepare or supervise the preparation by third parties of all
federal, state and local tax returns and reports of the Fund required by
applicable law; (6) prepare and, after approval by the Trust, file and arrange
for the distribution of proxy materials and periodic reports to shareholders of
the Fund as required by applicable law; (7) prepare and, after approval by the
Trust, arrange for the filing of such registration statements and other
documents with the Securities and Exchange Commission and other federal and
state regulatory authorities as may be required by applicable law; (8) review
and submit to the officers of the Trust for their approval invoices or other
requests for payment of Fund expenses and instruct the Custodian to issue checks
in payment thereof; and (9) take such other action with respect to the Fund as
may be necessary in the opinion of the Administrator to perform its duties under
the agreement.
The Administrator will also serve as the Fund's transfer agent and dividend
disbursing agent and will provide certain accounting and pricing services for
the Fund.
Distributor. Capital Investment Group, Inc. (the "Distributor"), Post Office
Box 32249, Raleigh, North Carolina, acts as an underwriter and distributor of
the Fund's shares for the purpose of facilitating the registration of shares of
the Fund under state securities laws and to assist in sales of Fund shares
pursuant to a Distribution Agreement (the "Distribution Agreement") approved by
the Board of Trustees of the Trust.
In this regard, the Distributor has agreed at its own expense to qualify as a
broker-dealer under all applicable federal or state laws in those states which
the Fund shall from time to time identify to the Distributor as states in which
it wishes to offer its shares for sale, in order that state registrations may be
maintained for the Fund.
The Distributor is a broker-dealer registered with the Securities and Exchange
Commission and a member in good standing of the National Association of
Securities Dealers, Inc.
The Distribution Agreement may be terminated by either party upon 60 days prior
written notice to the other party.
Custodian. Trustmark National Bank (the "Custodian"), Post Office Box 291,
Jackson, Mississippi 39205-0291 serves as custodian for the Fund's assets. The
Custodian acts as the depository for the Fund, safekeeps its portfolio
securities, collects all income and other payments with respect to portfolio
securities, disburses monies at the Fund's request and maintains records in
connection with its duties as Custodian. For its services as Custodian, the
Custodian is entitled to receive from the Fund an annual fee based on the
average net assets of the Fund held by the Custodian.
Independent Accountants. The firm of KPMG Peat Marwick LLP, 1021 East Cary
Street, Richmond, Virginia 23219-4023, serves as independent accountants for the
Fund, and will audit the annual financial statements of the Fund, prepare the
Fund's federal and state tax returns, and consult with the Fund on matters of
accounting and federal and state income taxation.
SPECIAL SHAREHOLDER SERVICES
The Fund offers the following shareholder services:
Regular Account. The regular account allows for voluntary investments to be
made at any time. Available to individuals, custodians, corporations, trusts,
estates, corporate retirement plans and others, investors are free to make
additions and withdrawals to or from their account as often as they wish. When
an investor makes an initial investment in the Fund, a shareholder account is
opened in accordance with the investor's registration instructions. Each time
there is a transaction in a shareholder account, such as an additional
investment or the reinvestment of a dividend or distribution, the shareholder
will receive a confirmation statement showing the current transaction and all
prior transactions in the shareholder account during the calendar year to date,
along with a summary of the status of the account as of the transaction date. As
stated in the Prospectus, share certificates are not issued.
Automatic Investment Plan. The automatic investment plan enables shareholders
to make regular monthly or quarterly investment in shares through automatic
charges to their checking account. With shareholder authorization and bank
approval, the Administrator will automatically charge the checking account for
the amount specified ($100 minimum) which will be automatically invested in
shares at the public offering price on or about the 21st day of the month. The
shareholder may change the amount of the investment or discontinue the plan at
any time by writing to the Administrator.
Systematic Withdrawal Plan. Shareholders owning shares with a value of $50,000
or more may establish a Systematic Withdrawal Plan. A shareholder may receive
monthly or quarterly payments, in amounts of not less than $100 per payment, by
authorizing the Fund to redeem the necessary number of shares periodically (each
month, or quarterly in the months of March, June, September and December) in
order to make the payments requested. The Fund has the capacity of
electronically depositing the proceeds of the systematic withdrawal directly to
the shareholder's personal bank account ($5,000 minimum per bank wire).
Instructions for establishing this service are included in the Fund Shares
Application, enclosed in the Prospectus, or available by calling the Fund. If
the shareholder prefers to receive his systematic withdrawal proceeds in cash,
or if such proceeds are less than the $5,000 minimum for a bank wire, checks
will be made payable to the designated recipient and mailed within 7 days of the
valuation date. If the designated recipient is other than the registered
shareholder, the signature of each shareholder must be guaranteed on the
application (see "Signature Guarantees" in the Prospectus). A corporation (or
partnership) must also submit a "Corporate Resolution" (or "Certification of
Partnership") indicating the names, titles and required number of signatures
authorized to act on its behalf. The application must be signed by a duly
authorized officer(s) and the corporate seal affixed. No redemption fees are
charged to shareholders under this plan. Costs in conjunction with the
administration of the plan are borne by the Fund. Shareholders should be aware
that such systematic withdrawals may deplete or use up entirely their initial
investment and may result in realized long-term or short-term capital gains or
losses. The Systematic Withdrawal Plan may be terminated at any time by the
Fund upon sixty days written notice or by a shareholder upon written notice to
the Fund. Applications and further details may be obtained by calling the Fund
at 1-800-525-FUND, or by writing to:
Mississippi Opportunity Fund
105 North Washington Street
Post Office Drawer 69
Rocky Mount, North Carolina 27802-0069
Purchases in Kind. The Fund may accept securities in lieu of cash in payment
for the purchase of shares in the Fund. The acceptance of such securities is at
the sole discretion of the Advisor based upon the suitability of the securities
accepted for inclusion as a long term investment of the Fund, the marketability
of such securities, and other factors which the Advisor may deem appropriate. If
accepted, the securities will be valued using the same criteria and methods as
described in "How Shares are Valued" in the Prospectus. Transactions involving
the issuance of shares in the Fund for securities in lieu of cash will be
limited to acquisitions of securities (except for municipal debt securities
issued by state political subdivisions or their agencies or instrumentalities)
which: (a) meet the investment objectives and policies of the Fund; (b) are
acquired for investment and not for resale; (c) are liquid securities which are
not restricted as to transfer either by law or liquidity of market; and (d) have
a value which is readily ascertainable (and not established only by evaluation
procedures) as evidenced by a listing on the American Stock Exchange, the New
York Stock Exchange, or NASDAQ.
Redemptions in Kind. The Fund does not intend, under normal circumstances, to
redeem its securities by payment in kind. It is possible, however, that
conditions may arise in the future which would, in the opinion of the Trustees,
make it undesirable for the Fund to pay for all redemptions in cash. In such
case, the Board of Trustees may authorize payment to be made in readily
marketable portfolio securities of the Fund. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving them would incur brokerage
costs when these securities are sold. An irrevocable election has been filed
under Rule 18f-1 of the 1940 Act, wherein the Fund committed itself to pay
redemptions in cash, rather than in kind, to any shareholder of record of the
Fund who redeems during any ninety-day period, the lesser of (a) $250,000 or (b)
one percent (1%) of the Fund's net asset value at the beginning of such period.
Transfer of Registration. To transfer shares to another owner, send a written
request to the Fund at the address shown herein. Your request should include
the following: (1) the Fund name and existing account registration; (2)
signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on
the account registration; (3) the new account registration, address, social
security or taxpayer identification number and how dividends and capital gains
are to be distributed; (4) signature guarantees (See the Prospectus under the
heading "Signature Guarantees"); and (5) any additional documents which are
required for transfer by corporations, administrators, executors, trustees,
guardians, etc. If you have any questions about transferring shares, call or
write the Fund.
ADDITIONAL INFORMATION ON PERFORMANCE
From time to time, the total return of each Class of the Fund may be quoted in
advertisements, sales literature, shareholder reports or other communications to
shareholders. The Fund computes the "average annual total return" of each Class
of the Fund by determining the average annual compounded rates of return during
specified periods that equate the initial amount invested to the ending
redeemable value of such investment. This is done by determining the ending
redeemable value of a hypothetical $1,000 initial payment. This calculation is
as follows:
P(1+T)n = ERV
Where: T = average annual total return.
ERV = ending redeemable value at the end of the period covered by
the computation of a hypothetical $1,000 payment made at the
beginning of the period.
P = hypothetical initial payment of $1,000 from which the maximum
sales load is deducted.
n = period covered by the computation, expressed in terms of
years.
The Fund may also compute the aggregate total return of each Class of the Fund,
which is calculated in a similar manner, except that the results are not
annualized.
The calculation of average annual total return and aggregate total return assume
that the maximum sales load is deducted from the initial $1,000 investment at
the time it is made and that there is a reinvestment of all dividends and
capital gain distributions on the reinvestment dates during the period. The
ending redeemable value is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations. The Fund may also quote other total
return information that does not reflect the effects of the sales load.
The aggregate total return for the Class A shares of the Fund for the period
from the inception of the Class A shares (March 29, 1995) through August 31,
1995 was 6.84%. Without reflecting the effects of the maximum 3.5% sales load,
the aggregate total return for the Class A shares for such fiscal period was
10.71%. The aggregate total return for the Class C shares of the Fund for the
period from the inception of the Class C shares (April 7, 1995) through August
31, 1995 was 10.46%. These performance quotations should not be considered as
representative of the Fund's performance for any specified period in the future.
Aggregate total return is calculated similarly to annual total return, except
that the return is aggregated, rather that annualized.
The Fund's performance may be compared in advertisements, sales literature,
shareholder reports, and other communications to the performance of other mutual
funds having similar objectives or to standardized indices or other measures of
investment performance. In particular, the Fund may compare its performance to
the S&P 500 Index, which is generally considered to be representative of the
performance of unmanaged common stocks that are publicly traded in the United
States securities markets. Comparative performance may also be expressed by
reference to a ranking prepared by a mutual fund monitoring service or by one or
more newspapers, newsletters or financial periodicals. The Fund may also
occasionally cite statistics to reflect its volatility and risk. The Fund may
also compare its performance to published reports of the performance of
unmanaged portfolios of companies located in Mississippi. The performance of
such unmanaged portfolios generally does not reflect the effects of dividends or
dividend reinvestment. Of course, there can be no assurance that the Fund will
experience the same results. Performance comparisons may be useful to investors
who wish to compare the Fund's past performance to that of other mutual funds
and investment products. Of course, past performance is not a guarantee of
future results.
The Fund's performance fluctuates on a daily basis largely because net earnings
and net asset value per share fluctuate daily. Both net earnings and net asset
value per share are factors in the computation of total return as described
above.
As indicated, from time to time, the Fund may advertise its performance compared
to similar funds or portfolios using certain indices, reporting services, and
financial publications. These may include the following:
- - Lipper Analytical Services, Inc. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes
the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific
period of time.
- - Morningstar, Inc., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.
Investors may use such indices in addition to the Fund's Prospectus to obtain a
more complete view of the Fund's performance before investing. Of course, when
comparing the Fund's performance to any index, factors such as composition of
the index and prevailing market conditions should be considered in assessing the
significance of such comparisons. When comparing funds using reporting
services, or total return, investors should take into consideration any relevant
differences in funds such as permitted portfolio compositions and methods used
to value portfolio securities and compute offering price. Advertisements and
other sales literature for the Fund may quote total returns that are calculated
on non-standardized base periods. The total returns represent the historic
change in the value of an investment in the Fund based on monthly reinvestment
of dividends over a specified period of time.
From time to time the Fund may include in advertisements and other
communications information, charts, and illustrations relating to inflation and
the reflects of inflation on the dollar, including the purchasing power of the
dollar at various rates of inflation. The Fund may also disclose from time to
time information about its portfolio allocation and holdings at a particular
date (including ratings of securities assigned by independent rating services
such as S&P and Moody's). The Fund may also depict the historical performance
of the securities in which the Fund may invest over periods reflecting a variety
of market or economic conditions either alone or in comparison with alternative
investments, performance indices of those investments, or economic indicators.
The Fund may also include in advertisements and in materials furnished to
present and prospective shareholders statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds that may be employed
to meet specific financial goals, such as saving for retirement, children's
education, or other future needs.
APPENDIX A
DESCRIPTION OF RATINGS
The Fund will normally be at least 90% invested in equities. As a temporary
defensive position, however, the Fund may invest up to 100% of its assets in
investment grade bonds, U.S. Government Securities, repurchase agreements, or
money market instruments ("Investment-Grade Debt Securities"). When the Fund
invests in Investment Grade-Debt Securities as a temporary defensive measure, it
is not pursuing its investment objective. Under normal circumstances, however,
the Fund may invest in money market or repurchase agreement instruments as
described in the Prospectus. The various ratings used by the nationally
recognized securities rating services are described below.
A rating by a rating service represents the service's opinion as to the credit
quality of the security being rated. However, the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer. Consequently, the Advisor believes that the quality of fixed income
securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weightings to the various factors involved in
credit analysis. A rating is not a recommendation to purchase, sell or hold a
security, because it does not take into account market value or suitability for
a particular investor. When a security has received a rating from more than one
service, each rating is evaluated independently. Ratings are based on current
information furnished by the issuer or obtained by the rating services from
other sources that they consider reliable. Ratings may be changed, suspended or
withdrawn as a result of changes in or unavailability of such information, or
for other reasons.
Standard & Poor's Ratings Group. The following summarizes the highest four
ratings used by Standard & Poor's Ratings Group ("S&P") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:
AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay interest and repay
principal.
AA - Debt rated AA is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only in a small
degree.
A - Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for debt in
higher rated categories.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.
Bonds rated BB, B, CCC, CC and C are not considered by the Advisor to be
"Investment-Grade Debt Securities" and are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While
such bonds may have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Commercial paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.
The rating SP-1 is the highest rating assigned by S&P to municipal notes and
indicates very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics are given a
plus (+) designation.
Moody's Investors Service, Inc. The following summarizes the highest four
ratings used by Moody's Investors Service, Inc. ("Moody's") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:
Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A - Debt which is rated A possesses many favorable investment attributes
and is to be considered as an upper medium grade obligation. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa - Debt which is rated Baa is considered as a medium grade obligation,
i.e., it is neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such debt lacks outstanding
investment characteristics and in fact has speculative characteristics as
well.
Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A and Baa. The modifier 1 indicates that the bond being rated ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the bond ranks in the lower end of
its generic rating category.
Bonds which are rated Ba, B, Caa, Ca or C by Moody's are not considered
"Investment-Grade Debt Securities" by the Advisor. Bonds rated Ba are judged to
have speculative elements because their future cannot be considered as well
assured. Uncertainty of position characterizes bonds in this class, because the
protection of interest and principal payments often may be very moderate and not
well safeguarded.
Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the security over any long period for time may be small. Bonds
which are rated Caa are of poor standing. Such securities may be in default or
there may be present elements of danger with respect to principal or interest.
Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated Prime-1 (or related supporting institutions) are considered to
have a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) are considered to
have a strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics of issuers rated
Prime-1 but to a lesser degree. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization characteristics, while
still appropriated may be more affected by external conditions. Ample alternate
liquidity is maintained.
The following summarizes the highest rating used by Moody's for short-term notes
and variable rate demand obligations:
MIG-l; VMIG-l - Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.
Duff & Phelps Credit Rating Co. The following summarizes the highest four
ratings used by Duff & Phelps Credit Rating Co. ("D&P") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:
AAA - Bonds that are rated AAA are of the highest credit quality. The
risk factors are considered to be negligible, being only slightly more
than for risk-free U.S. Treasury debt.
AA - Bonds that are rated AA are of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.
A - Bonds rated A have average but adequate protection factors. The risk
factors are more variable and greater in periods of economic stress.
BBB - Bonds rated BBB have below average protection factors but are still
considered sufficient for prudent investment. There is considerable
variability in risk during economic cycles.
Bonds rated BB, B and CCC by D&P are not considered "Investment-Grade Debt
Securities" and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and make principal payments in
accordance with the terms of the obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.
The rating Duff l is the highest rating assigned by D&P for short-term debt,
including commercial paper. D&P employs three designations, Duff l+, Duff 1 and
Duff 1- within the highest rating category. Duff l+ indicates highest certainty
of timely payment. Short-term liquidity, including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S. Treasury short-term obligations." Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
considered to be minor. Duff 1- indicates high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
Fitch Investors Service, Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc. ("Fitch") for bonds which are deemed to be
"Investment-Grade Debt Securities" by the Advisor:
AAA - Bonds are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA - Bonds are considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
A - Bonds that are rated A are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than bonds with
higher ratings.
BBB - Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have adverse
impact on these bonds, and therefore impair timely payment. The
likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category.
Bonds rated BB, B and CCC by Fitch are not considered "Investment-Grade Debt
Securities" and are regarded, on balance, as predominantly speculative with
respect to the issuer's ability to pay interest and make principal payments in
accordance with the terms of the obligations. BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.
The following summarizes the three highest ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments and commercial paper:
F-1+ - Instruments assigned this rating are regarded as having the
strongest degree of assurance for timely payment.
F-1 - Instruments assigned this rating reflect an assurance of timely
payment only slightly less in degree than issues rated F-1+
F-2 - Instruments assigned this rating have satisfactory degree of
assurance for timely payment, but the margin of safety is not as great as
for issues assigned F-1+ and F-1 ratings.
<PAGE>
MISSISSIPPI OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS
August 31, 1995
(Unaudited)
Market
Shares Value
COMMON STOCKS - 87.59%
Agriculture - 2.16%
Delta & Pine Land Company 1,000 $33,000
Building Materials - 1.10%
Masco Corporation 600 16,800
Chemicals - 7.26%
First Mississippi Corporation 2,000 66,250
Mississippi Chemical Corporati 2,000 44,500
110,750
Computer Software & Services - 0.32%
(a) Netscape Communications Corpor 100 4,950
Electrical Equipment - 0.83%
(a) MagneTek, Inc. 1,000 12,625
Entertainment - 1.90%
(a) Boyd Gaming Corporation 2,000 29,000
Financial - Banks, Commercial - 7.12%
BancorpSouth, Inc. 700 28,000
Deposit Guaranty Corporation 500 19,750
Hancock Holding Company 1,000 34,500
Trustmark Corporation 1,500 26,250
108,500
Financial - Savings/Loans/Thrifts - 2.80%
Magna Bancorp, Inc. 1,500 42,750
Financial Services - 4.14%
(a) MS Financial, Inc. 5,000 63,125
Food - Processing - 3.00%
Sanderson Farms, Inc. 2,000 23,500
Sara Lee Corporation 800 22,200
45,700
Forest Products & Paper - 3.62%
Georgia Pacific Corporation 250 22,500
International Paper Company 400 32,750
55,250
Furniture & Home Appliances - 4.25%
(a) Chromcraft Revington, Inc. 1,000 23,000
(a) National Presto Industries, In 500 21,250
(a) River Oaks Furniture, Inc. 2,000 20,500
64,750
Household Products & Housewares - 2.34%
(a) National Picture & Frame Compa 2,000 $19,500
Sunbeam Corporation, Inc. 1,000 16,125
35,625
(Continued)
MISSISSIPPI OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS
August 31, 1995
(Unaudited)
Market
Shares Value
COMMON STOCKS - Continued
Manufactured Housing - 2.88%
(a) Belmont Homes, Inc. 3,000 43,875
Medical Supplies - 4.89%
Baxter International, Inc. 500 19,500
(a) Gulf South Medical Supply, Inc 1,500 42,375
(a) Microtek Medical Inc. 2,000 12,750
74,625
Mining - 1.48%
(a) Firstmiss Gold, Inc. 1,000 22,500
Miscellaneous - Manufacturing - 1.34%
Standex International Corporat 600 20,400
Oil & Gas - Domestic - 4.52%
(a) Callon Petroleum Company 6,000 69,000
Real Estate - 1.83%
Parkway Company 1,500 27,938
Real Estate Investment Trust - 1.32%
Eastgroup Properties 1,000 20,125
Retail - Department Stores - 3.46%
(a) Proffitts, Inc. 2,000 52,750
Retail - General Merchandise - 3.25%
Fred's, Inc. 4,000 35,750
(a) Stein Mart, Inc. 1,000 13,750
49,500
Telecommunications - 8.07%
(a) Mobile Telecommunication Techn 4,000 123,000
Tire & Rubber - 1.70%
Cooper Tire and Rubber Company 1,000 26,000
Transportation - Marine - 1.52%
(a) Kirby Corporation 1,500 23,250
Transportation - Miscellaneous - 2.80%
(a) American Medical Response, Inc 1,500 42,750
Trucking & Leasing - 1.06%
(a) KLLM Transport Services, Inc. 1,500 16,125
(Continued)
MISSISSIPPI OPPORTUNITY FUND
SCHEDULE OF INVESTMENTS
August 31, 1995
(Unaudited)
Market
Shares Value
COMMON STOCKS
Utilities - Telecommunications - 6.63%
(a) WorldCom, Inc. 3,000 $101,063
Total Common Stocks (Cost $1,213,040) 1,335,725
Principal Market
Amount Value
REPURCAHSE AGREEMENT (b) - 12.74%
TrustMark National Bank $194,243 194,243
5.584%, due September 1, 1995
(Cost $194,243)
Total Value of Investments (Cost $1,407,283) 100.33% 1,529,968
Liabilities In Excess of Other Assets (0.33)% (5,035)
Net Assets 100.00% $1,524,933
(a) Non-income producing investment.
(b) Joint repurchase agreement entered into August 31, 1995, with a maturity
value of $10,869,785 collateralized by $10,770,000 U.S. Treasury Notes,
6.50%, due May 15, 1997. The aggregate market value of the collateral at
August 31, 1995 was $11,086,298. The Fund's pro rata interest in the
collateral at August 31, 1995 was $154,986. The Fund's pro rata interest
in the joint repurchase agreement is taken into possession by the Fund
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. Unrealized
appreciation (depreciation) of securities for federal income tax purposes
is as follow:
Unrealized appreciation $150,226
Unrealized depreciation (27,541)
Net unrealized appreciation/depreciation $122,685
See acccompanying notes to financial statements
MISSISSIPPI OPPORTUNITY FUND
STATEMENT OF ASSETS AND LIABILITIES
August 31, 1995
(Unaudited)
ASSETS
Investments at value (Cost $1,407,283) $1,529,968
Interest receivable 638
Dividends receivable 1,272
Reserve premium 50
Deferred organization expenses, net (note 4) 43,108
Due from advisor (note 2) 11,402
Total assets 1,586,438
LIABILITIES
Accrued expenses 1,379
Payable for investment purchases 60,126
Total liabilities 61,505
NET ASSETS
(applicable to 138,052 shares outstanding; unlimited
shares of no par value beneficial interest authorized) $1,524,933
NET ASSETS CONSIST OF:
Paid-in capital $1,403,919
Undistributed net investment loss (1,671)
Net unrealized appreciation on investments 122,685
$1,524,933
CLASS A
Net assets $1,084,733
Shares outstanding 98,133
Net asset and redemption value per share $11.05
CLASS C
Net assets $440,200
Shares outstanding 39,919
Net asset and redemption value per share $11.03
See accompanying notes to financial statements
MISSISSIPPI OPPORTUNITY FUND
STATEMENT OF OPERATIONS
Six Months Period Ended August 31, 1995
(Unaudited)
INVESTMENT INCOME
Income
Interest $5,941
Dividends 3,625
Total Income 9,566
Expenses
Fund accounting fees (note 2) 8,000
Distribution fees (note 3) 2,549
Amortization of deferred organization expenses (note 4) 2,342
Trustee fees and meeting expenses 2,231
Shareholder servicing expenses 1,364
Professional fees 1,060
Securities pricing fees 687
Printing expenses 620
Registration and filing expenses 592
Fund administration fees (note 2) 459
Operating expenses 452
Custody fees 176
Investment advisory fees (note 2) 3,624
Total expenses 24,156
Less:
Expense reimbursements (note 2) (11,402)
Investment advisory fees waived (note 2) (3,624)
Net expenses 9,130
Net investment income 436
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Increase in unrealized appreciation on investments 122,685
Net realized and unrealized gain on investments 122,685
Net increase in net assets resulting from operations $123,121
See accompanying notes to financial statements
MISSISSIPPI OPPORTUNITY FUND
STATEMENTS OF CHANGES IN NET ASSETS
For the
period from
March 29,
(commencement
of operations) to
August 31,
1995
INCREASE IN NET ASSETS
Operations
Net investment income $436
Increase in unrealized appreciation on investments 122,685
Net increase in net assets resulting from
operations 123,121
Distributions to shareholders from
Net investment income - Class A (1,707)
Net investment income - Class C (400)
Decrease in net assets resulting from distributions (2,107)
Capital share transactions
(a)Increase in net assets resulting from
capital share transactions 1,403,919
Total increase in net assets 1,524,933
NET ASSETS
Beginning of period 0
End of period $1,524,933
(a) A summary of capital share activity follows:
For the period from For the period from
March 29, (commencement April 7, (commencement
of operations) to of operations) to
August 31, 1995 August 31, 1995
CLASS A SHARES CLASS C SHARES
Shares Value Shares Value
Shares sold 98,002 $990,879 39,881 $411,250
Shares issued for reinvestment
of distributions 162 1,707 38 400
98,164 992,586 39,919 411,650
Shares redeemed (31) (317) 0 0
Net increase 98,133 $992,269 39,919 $411,650
See accompanying notes to financial statements
MISSISSIPPI OPPORTUNITY FUND
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period)
CLASS A CLASS C
For the For the
period from period from
March 29, April 7,
(commencement (commencement
of operations) of operations)
August 31, August 31,
1995 1995
Net Asset Value, Beginning of Period $10.00 $10.00
Income(loss) from investment operations
Net investment income(loss) 0.01 (0.01)
Net realized and unrealized gain on invest 1.06 1.05
Total from investment operations 1.07 1.04
Distributions to shareholders from
Net investment income (0.02) (0.01)
Net realized gain from investment transact 0.00 0.00
Total distributions (0.02) (0.01)
Net Asset Value, End of Period $11.05 $11.03
Total return 10.71%(a) 10.46%
Ratios/supplemental data
Net assets, end of period $1,084,733 $440,200
Ratio of expenses to average net assets
Before expense reimbursements 5.70% (b) 6.22% (b)
After expense reimbursements 2.08% (b) 2.59% (b)
Ratio of net investment income (loss) to average net assets
Before expense reimbursements (3.40)% (b) (3.91)% (b)
After expense reimbursements 0.23% (b) (0.29)% (b)
Portfolio turnover rate 0.00% 0.00%
(a) Does not include sales load.
(b) Annualized.
See accompanying notes to financial statements
MISSISSIPPI OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 1995
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Mississippi Opportunity Fund (the "Fund") is a non-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
29, 1995. The Fund is currently authorized to issue two classes of shares
- Class A shares and Class C shares. The Class A shares are sold subject
to a maximum sales charge of 3.5 percent. Class C shares are sold without
a sales charge. 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 market value. Securities listed on an exchange or quoted
on a national market system are valued at 4:00 p.m. New York time on
the day of valuation. 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 using an independent pricing service or
determined following procedures approved by the Board of Trustees.
Short-term investments are valued at cost which approximates market
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.
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 ending February 28, 1996.
NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS
Pursuant to an investment advisory agreement (the "Agreement"), Vector
Money Management, Inc. (the "Advisor") provides the Fund with a continuous
program of supervision of the Fund's assets, including the composition of
its investment portfolio, and furnishes advice and recommendations with
respect to investments, investment policies, and the purchase and sale of
securities. As compensation for its services, the Advisor receives a fee
at the annual rate of 0.875% of the Fund's average daily net assets.
MISSISSIPPI OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 1995
(Unaudited)
The Advisor has voluntarily agreed to reimburse expenses of the Fund if
the Fund's total expenses exclusive of interest, taxes, brokerage
commissions, sales charges, distribution fees and extraordinary expenses,
exceed 2.125% of the average daily value of Class A Shares outstanding for
any fiscal year, or exceed 2.625% of the average daily value of Class C
Shares outstanding for any fiscal year, or the limits set by applicable
state securities laws or other applicable laws if such limits are lower.
Currently, the Fund does not offer its shares for sale in states which
require limitations to be placed on its expenses. The Advisor has
voluntarily waived its fee amounting to $3,624 ($0.03 per share) and has
agreed to reimburse a portion of the Fund's operating expenses for the
period ended August 31, 1995. The total fees waived and expenses to be
reimbursed amounted to $15,026.
The Fund's administrator, The Nottingham Company, Inc. (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. 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.
Additionally, the Administrator charges the Fund for certain expenses
involved with the daily valuation of portfolio securities, servicing of
shareholder accounts and the registration of the Fund's shares.
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 period
from March 29, 1995 to August 31, 1995, the Distributor retained sales
charges in the amount of $2,310.40
Certain Trustees and officers of the Trust are also officers or directors
of the Advisor or the Administrator.
NOTE 3 - DISTRIBUTION COSTS
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 with respect to Investor
shares pursuant to Rule 12b-1 of the Act (the "Plan"). Rule 12b-1
regulates the manner in which a regulated investment company may assume
costs of distributing and promoting the sales of its shares.
The Plan provides that the Fund may incur certain costs, which may not
exceed 0.50% per annum of the Fund's average daily net asset value of
Class A shares and 1.00% of Class C shares, for payment to the Distributor
for items such as advertising expenses, selling expenses, commissions,
travel, or other expenses reasonably intended to result in sales of
Investor shares.
MISSISSIPPI OPPORTUNITY FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 1995
(Unaudited)
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. Included in
deferred organization expenses is a $45,000 organization fee paid to the
Administrator. 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 $1,213,040 and $0, respectively, for the period ended August
31, 1995.
<PAGE>
PART C
THE NOTTINGHAM INVESTMENT TRUST
FORM N-1A
OTHER INFORMATION
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
a) Financial Statements: Included in Part B of Post-Effective
Amendment Nos. 6, 8, 9, and 10 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on February 16,
1995, March 31, 1995, June 30, 1995, and July 3, 1995; included in
Part B by this Post-Effective Amendment for the Mississippi
Opportunity Fund
b) Exhibits*
(1) Amended and Restated Declaration of Trust - Incorporated by reference;
filed 8/31/94
(2) Amended and Restated By-Laws - Incorporated by reference; filed 8/31/94
(3) Not Applicable
(4) Not Applicable - the series of the Registrant do not issue certificates
(see Exhibit 1 and 2 for the relevant portions of the Declaration of
Trust and By-Laws)
(5) (a) Investment Advisory Agreement for the Amelia Earhart: Eagle Equity
Fund - Incorporated by reference; filed 8/31/94
(b) Investment Advisory Agreement for Legacy Equity Fund -
Incorporated by reference; filed 10/17/94
(c) Investment Advisory Agreement for Nottingham Short Term Income
Fund - Incorporated by reference; filed 10/17/94
(d) Investment Advisory Agreement for Greater Cincinnati Fund -
Incorporated by reference; filed 10/17/94
(e) Investment Advisory Agreement for The CarolinasFund - Incorporated
by reference; filed 10/17/94
(f) Investment Sub-Advisory Agreement for Legacy Equity Fund -
Incorporated by reference; filed 10/17/94
(g) Investment Advisory Agreement for the Mississippi Opportunity Fund
- Incorporated by reference; filed 1/12/95
(6) (a) Amended and Restated Distribution Agreement for the Amelia
Earhart: Eagle Equity Fund - Enclosed Exhibit 6(a)
(b) Form of Dealer Agreement for the Amelia Earhart: Eagle Equity Fund
- Incorporated by reference; filed 8/31/94
(c) Distribution Agreement for Legacy Equity Fund - Incorporated by
reference; filed 10/17/94
(d) Distribution Agreement for Nottingham Short Term Income Fund -
Incorporated by reference; filed 10/17/94
(e) Amended and Restated Distribution Agreement for Greater Cincinnati
Fund - Enclosed Exhibit 6(e)
(f) Distribution Agreement for The CarolinasFund - Incorporated by
reference; filed 10/17/94
(g) Distribution Agreement for the Mississippi Opportunity Fund -
Incorporated by reference; filed 1/12/95
(7) Not Applicable
(8) (a) Custodian Agreement**
(b) Custodian Agreement for the Mississippi Opportunity Fund -
Incorporated by reference; filed 1/12/95
(9) (a) Amended and Restated Fund Accounting, Dividend Disbursing &
Transfer Agent and Administration Agreement - Incorporated by
reference; filed 10/17/94
(b) Amendment to the Amended and Restated Fund Accounting, Dividend
Disbursing & Transfer Agent and Administration Agreement -
Enclosed Exhibit 9(b)
(10) Opinion and Consent of Counsel - Incorporated by reference; filed
8/31/94, 10/17/94, 1/12/95, and 4/28/95
(11) Consent of Auditors - Not Applicable
(12) Not Applicable
(13) Purchase Agreement**
(14) Not Applicable
(15) (a) Amended and Restated Distribution Plan for Amelia Earhart: Eagle
Equity Fund (Class A Shares) - Enclosed Exhibit 15(a)
(b) Distribution Plan for Amelia Earhart: Eagle Equity Fund (Class B
Shares) - Enclosed Exhibit 15(b)
(c) Distribution Plan for Legacy Equity Fund - Incorporated by
reference; filed 10/17/94
(d) Distribution Plan for Nottingham Short Term Income Fund -
Incorporated by reference; filed 10/17/94
(e) Amended and Restated Distribution Plan for Greater Cincinnati Fund
(Class A Shares) - Enclosed Exhibit 15(e)
(f) Distribution Plan for Greater Cincinnati Fund (Class B Shares) -
Enclosed Exhibit 15(f)
(g) Distribution Plan for The CarolinasFund - Incorporated by
reference; filed 1/3/95
(h) Distribution Plan for the Mississippi Opportunity Fund (Class A
Shares) - Incorporated by reference; filed 1/12/95
(i) Distribution Plan for the Mississippi Opportunity Fund (Class C
Shares) - Incorporated by reference; filed 1/12/95
(16) Computation of Performance - Enclosed Exhibit 16
(17) Copies of Powers of Attorney - Incorporated by reference; filed 8/31/94,
2/15/95, 2/24/95 and 3/31/95
(18) Amended and Restated Rule 18f-3 Multi-Class Plan - Incorporated by
reference; filed 8/10/95
** Incorporated by reference to the Registrant's initial Registration
Statement filing.
ITEM 25. Persons Controlled by or Under Common Control with Registrant
No person is controlled by or under common control with
Registrant.
ITEM 26. Number of Record Holders of Securities
As of January 9, 1996, the number of record holders of each class
of securities of Registrant was as follows: Number of Title of
Class Record Holders
Amelia Earhart: Eagle Equity Fund - Class A 73
Amelia Earhart: Eagle Equity Fund - Class B 0
Greater Cincinnati Fund - Class A 77
Greater Cincinnati Fund - Class B 1
The CarolinasFund - Investor Class 141
The CarolinasFund - Institutional Class 2
Legacy Equity Fund 6
Mississippi Opportunity Fund - Class A 100
Mississippi Opportunity Fund - Class C 27
Nottingham Short Term Income Fund 0
ITEM 27. Indemnification
The Declaration of Trust and Bylaws of the Registrant contain
provisions covering indemnification of the officers and trustees. The
following are summaries of the applicable provisions.
The Registrant's Declaration of Trust provides that every person who
is or has been a trustee, officer, employee or agent of the
Registrant and every person who serves at the trustees' request as
director, officer, employee or agent of another enterprise will be
indemnified by the Registrant to the fullest extent permitted by law
against all liabilities and against all expenses reasonably incurred
or paid by him in connection with any debt, claim, action, demand,
suit, proceeding, judgment, decree, liability or obligation of any
kind in which he becomes involved as a party or otherwise or is
threatened by virtue of his being or having been a trustee, officer,
employee or agent of the Registrant or of another enterprise at the
request of the Registrant and against amounts paid or incurred by him
in the compromise or settlement thereof.
No indemnification will be provided to a trustee or officer: (i)
against any liability to the Registrant or its shareholders by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct"); (ii) with respect to any matter as to which he
shall, by the court or other body by or before which the proceeding
was brought or engaged, have been finally adjudicated to be liable by
reason of disabling conduct; (iii) in the absence of a final
adjudication on the merits that such trustee or officer did not
engage in disabling conduct, unless a reasonable determination, based
upon a review of the facts that the person to be indemnified is not
liable by reason of such conduct, is made by vote of a majority of a
quorum of the trustees who are neither interested persons nor parties
to the proceedings, or by independent legal counsel, in a written
opinion.
The rights of indemnification may be insured against by policies
maintained by the Registrant, will be severable, will not affect any
other rights to which any trustee, officer, employee or agent may now
or hereafter be entitled, will continue as to a person who has ceased
to be such trustee, officer, employee, or agent and will inure to the
benefit of the heirs, executors and administrators of such a person;
provided, however, that no person may satisfy any right of indemnity
or reimbursement except out of the property of the Registrant, and no
other person will be personally liable to provide indemnity or
reimbursement (except an insurer or surety or person otherwise bound
by contract).
Article XIV of the Registrant's Bylaws provides that the Registrant
will indemnify each trustee and officer to the full extent permitted
by applicable federal, state and local statutes, rules and
regulations and the Declaration of Trust, as amended from time to
time. With respect to a proceeding against a trustee or officer
brought by or on behalf of the Registrant to obtain a judgment or
decree in its favor, the Registrant will provide the officer or
trustee with the same indemnification, after the same determination,
as it is required to provide with respect to a proceeding not brought
by or on behalf of the Registrant.
This indemnification will be provided with respect to an action, suit
proceeding arising from an act or omission or alleged act or
omission, whether occurring before or after the adoption of Article
XIV of the Registrant's Bylaws.
ITEM 28. Business and other Connections of Investment Advisor
See the Statement of Additional Information section entitled
"Management of the Fund" for each series of the Registrant and the
Investment Advisors' Form ADV filed with the Commission for the
activities and affiliations of the officers and directors of the
Investment Advisors of the Registrant. Except as so provided, to the
knowledge of Registrant, none of the directors or executive officers
of the Investment Advisors is or has been at any time during the past
two fiscal years engaged in any other business, profession, vocation
or employment of a substantial nature. The Investment Advisors
currently serve as investment advisor to numerous institutional and
individual clients.
ITEM 29. Principal Underwriter
(a) Capital Investment Group, Inc. is underwriter and distributor for The
Chesapeake Growth Fund, The Chesapeake Fund, Capital Value Fund, ZSA
Equity Fund, ZSA Asset Allocation Fund, ZSA Social Conscience Fund,
The Brown Capital Management Equity Fund, The Brown Capital
Management Balanced Fund, The Brown Capital Management Small Company
Fund, Amelia Earhart: Eagle Equity Fund, Legacy Equity Fund,
Nottingham Short Term Income Fund, Greater Cincinnati Fund,
Mississippi Opportunity Fund, The CarolinasFund, GrandView REIT Index
Fund, GrandView Realty Growth Fund, GrandView Residential Realty
Income Fund, GrandView Retail Realty Income Fund, and GrandView
Healthcare Realty Income Fund.
(b)
Position(s) and
Name and Principal Offices Offices
Business Address with Underwriter with Registrant
Richard K. Bryant President No position with the
17 Glenwood Avenue Trust or its Series
Raleigh, NC
Elmer O. Edgerton, Jr. Vice President No position with the
17 Glenwood Avenue Trust or its Series
Raleigh, NC
(c) Not applicable
ITEM 30. Location of Accounts and Records
All account books and records not normally held by the Custodian are
held by the Registrant, in the offices of The Nottingham Company,
Administrator and Transfer Agent to the Registrant, or in the office
of the Advisor or Sub-Advisor to each series of the Registrant.
The address of The Nottingham Company is 105 North Washington Street,
Post Office Drawer 69, Rocky Mount, North Carolina 27802-0069. The
address of the Custodian is 301 N. Main Street, Winston-Salem, North
Carolina 27102. The address of each Advisor and Sub-Advisor is in
the Prospectus of each series of the Registrant.
ITEM 31. Management Services
The substantive provisions of the Fund Accounting, Dividend
Disbursing & Transfer Agent and Administration Agreement between the
Registrant and The Nottingham Company, LLC, as amended, are discussed
in Part B hereof.
ITEM 32. Undertakings
Registrant undertakes to furnish each person to whom a Prospectus is
delivered with a copy of the latest annual report to shareholders of
each series of Registrant upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to be signed on its behalf by the
undersigned, duly authorized, in the City of Rocky Mount, State of North
Carolina on the 15th day of January 1996.
THE NOTTINGHAM INVESTMENT TRUST
By:
Frank P. Meadows III
Vice Chairman and Treasurer, Board of Trustees
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to Registration Statement on Form N-1A has been signed below by the
following persons in the capacities and on the date indicated.
Robert A. Blackmon III Trustee
John P. Boone Trustee
Jack E. Brinson Trustee
Jeffrey A. Egan Trustee
H. Kel Landis, III Trustee
J. Finley Lee, Jr. Trustee
Frank P. Meadows III Trustee, Principal Financial
Officer and Principal Accounting
Officer
O. James Peterson, III Trustee
Christopher J. Smith Trustee and Chairman, Principal
Executive Officer
Jasen M. Snelling Trustee
Robert B. Thompson Trustee
By: Dated: January 15, 1996
Frank P. Meadows III, Attorney-in-Fact
<PAGE>
THE NOTTINGHAM INVESTMENT TRUST
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
Exhibit 6(a) Amended and Restated Distribution Agreement
for the Amelia Earhart: Eagle Equity Fund
Exhibit 6(e) Amended and Restated Distribution Agreement
for Greater Cincinnati Fund
Exhibit 9(b) Amendment to the Amended and Restated Fund Accounting,
Dividend Disbursing & Transfer Agent and Administration
Agreement
Exhibit 15(a) Amended and Restated Distribution Plan for Amelia
Earhart: Eagle Equity Fund (Class A Shares)
Exhibit 15(b) Distribution Plan Amelia Earhart: Eagle Equity Fund
(Class B Shares)
Exhibit 15(e) Amended and Restated Distribution Plan for
Greater Cincinnati Fund (Class A Shares)
Exhibit 15(f) Distribution Plan for Greater Cincinnati Fund
(Class B Shares)
Exhibit 16 Computation of Performance
<PAGE>
EXHIBIT 6(A)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR THE AMELIA EARHART: EAGLE EQUITY FUND
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
AGREEMENT amended and restated effective as of the 1st day of September, 1995,
by and between THE NOTTINGHAM INVESTMENT TRUST, an unincorporated business trust
organized under the laws of The Commonwealth of Massachusetts (the "Trust"), and
CAPITAL INVESTMENT GROUP, INC., a North Carolina corporation ("Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
AMELIA EARHART: EAGLE EQUITY FUND (the "Fund") of the Trust, which Shares are
divided into two Classes of Class A and Class B Shares, and has registered the
Shares under the Securities Act of 1933, as amended (the "1933 Act"), pursuant
to a registration statement on Form N-1A (the "Registration Statement"),
including a prospectus (the "Prospectus") and a statement of additional
information (the "Statement of Additional Information"); and
WHEREAS, the Trust has adopted a separate Plan of Distribution Pursuant to Rule
12b-1 under the 1940 Act (the "Distribution Plan") with respect to each Class of
Shares of the Fund, and may enter into related agreements providing for the
distribution of each Class of Shares of the Fund; and
WHEREAS, Distributor has agreed to act as distributor of the Shares of the Fund
for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
I. Appointment of Distributor.
A. The Trust hereby appoints Distributor its exclusive agent for the
distribution of the Shares of the Fund in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust
in its absolute discretion may issue Shares of the Fund in connection with
(i) the payment or reinvestment of dividends or distributions; (ii) any
merger or consolidation of the Trust or of the Fund with any other
investment company or trust or any personal holding company, or the
acquisition of the assets of any such entity or another fund of the Trust;
or (iii) any offer of exchange permitted by Section 11 of the 1940 Act.
B. Distributor hereby accepts such appointment as exclusive agent for
the distribution of the Shares of the Fund and agrees that it will sell
the Shares as agent for the Trust at prices determined as hereinafter
provided and on the terms hereinafter set forth, all according to
applicable federal and state laws and regulations and to the Agreement and
Declaration of Trust of the Trust.
C. Distributor may sell Shares of the Fund to or through qualified
securities dealers or others. Distributor will require each dealer or
other such party to conform to the provisions hereof, the Registration
Statement and the Prospectus and Statement of Additional Information, and
applicable law; and neither Distributor nor any such dealers or others
shall withhold the placing of purchase orders for Shares so as to make a
profit thereby.
D. Distributor shall order Shares of the Fund from the Trust only to
the extent that it shall have received purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i)
any short sales of Shares; or (ii) any sales of Shares to any Trustee or
officer of the Trust or to any officer or director of Distributor or of
any corporation or association furnishing investment advisory, managerial
or supervisory services to the Trust, or to any such corporation or
association, unless such sales are made in accordance with the then
current Prospectus and Statement of Additional Information.
E. Distributor is not authorized by the Trust to give any information
or make any representations regarding the Shares of the Fund, except such
information or representations as are contained in the Registration
Statement or in the current Prospectus or Statement of Additional
Information of the Fund, or in advertisements and sales literature
prepared by or on behalf of the Trust for Distributor's use.
F. Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares of the Fund whenever, in its
sole discretion, it deems such action to be desirable.
II. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time
of the sale, as described in the then current Prospectus of the Fund. The
excess, if any, of the public offering price over the net asset value of
the Class A Shares sold by Distributor as agent shall be retained by
Distributor as a commission for its services hereunder. The Distributor
shall also be entitled to receive as a commission for its services
hereunder any contingent deferred sales charge payable upon the redemption
of Class B Shares sold by Distributor as agent, as described in the
current Prospectus of the Fund. Out of such commissions Distributor may
allow commissions or concessions to dealers and may allow them to others
in its discretion in such amounts as Distributor shall determine from time
to time. Except as may be otherwise determined by Distributor from time
to time, such commissions or concessions shall be uniform to all dealers.
At no time shall the Trust receive less than the full net asset value of
the Shares, determined in the manner set forth in the then current
Prospectus and Statement of Additional Information. Distributor shall
also be entitled to such commissions and other fees and payments as may be
authorized by the Trustees of the Trust from time to time under each
Distribution Plan.
III. Furnishing of Information. The Trust shall furnish to Distributor
copies of any information, financial statements and other documents that
Distributor may reasonably request for use in connection with the sale of
Shares of the Fund under this Agreement. The Trust shall also make
available a sufficient number of copies of the Fund's current Prospectus
and Statement of Additional Information for use by the Distributor.
IV. Expenses.
A. The Trust will pay or cause to be paid the following expenses: (i)
preparation, printing and distribution to shareholders of the Prospectus
and Statement of Additional Information; (ii) preparation, printing and
distribution of reports and other communications to shareholders;
(iii) registration of the Shares under the federal securities laws; (iv)
qualification of the Shares for sale in certain states; (v) qualification
of the Trust as a dealer or broker under state law as well as
qualification of the Trust as an entity authorized to do business in
certain states; (vi) maintaining facilities for the issue and transfer of
Shares; (vii) supplying information, prices and other data to be furnished
by the Trust under this Agreement; and (viii) certain taxes applicable to
the sale or delivery of the Shares or certificates therefor.
B. Except to the extent such expenses are borne by the Trust pursuant
to a Distribution Plan, Distributor will pay or cause to be paid the
following expenses: (i) payments to sales representatives of the
Distributor and to securities dealers and others in respect of the sale of
Shares of the Fund or the servicing of shareholder accounts, including
without limitation payments used to pay for or finance sales commissions
and other fees payable to sales representatives of the Distributor and to
securities dealers and others who sell Class B Shares or service accounts
of Class B shareholders, including interest expense on any such financing;
(ii) payment of compensation to and expenses of employees of the
Distributor and any of its affiliates to the extent they engage in or
support distribution of Fund Shares or render shareholder support services
not otherwise provided by the Trust's transfer agent, administrator, or
custodian, including, but not limited to, answering routine inquiries
regarding the Fund, processing shareholder transactions, and providing
such other shareholder services as the Trust may reasonably request;
(iii) formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising;
(iv) preparation, printing and distribution of sales literature and of
Prospectuses and Statements of Additional Information and reports of the
Trust for recipients other than existing shareholders of the Fund; and (v)
obtaining such information, analyses and reports with respect to marketing
and promotional activities as the Trust may, from time to time, reasonably
request.
C. Distributor in connection with each Distribution Plan shall prepare
and deliver reports to the Trustees of the Trust on a regular basis, at
least quarterly, showing the expenditures with respect to the Fund
pursuant to each Distribution Plan and the purposes therefor, as well as
any supplemental reports as the Trustees of the Trust, from time to time,
may reasonably request.
V. Repurchase of Shares. Distributor as agent and for the account of
the Trust may repurchase Shares of the Fund offered for resale to it and
redeem such Shares at their net asset value.
VI. Indemnification by the Trust. In absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor and its officers and partners against any and all claims,
demands, liabilities and expenses that Distributor may incur under the
1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in the Registration
Statement or any Prospectus or Statement of Additional Information of the
Fund, or in any advertisements or sales literature prepared by or on
behalf of the Trust for Distributor's use, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon and in conformity with information furnished to the Trust in
connection therewith by or on behalf of Distributor. Nothing herein
contained shall require the Trust to take any action contrary to any
provision of its Agreement and Declaration of Trust or any applicable
statute or regulation.
VII. Indemnification by Distributor. Distributor agrees to indemnify the
Trust and its officers and Trustees against any and all claims, demands,
liabilities and expenses which the Trust may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged
untrue statement of a material fact contained in the Registration
Statement or any Prospectus or Statement of Additional Information of the
Fund, or in any advertisements or sales literature prepared by or on
behalf of the Trust for Distributor's use, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, if such statement or omission was made in reliance
upon and in conformity with information furnished to the Trust in
connection therewith by or on behalf of Distributor; or (ii) any act or
deed of Distributor or its sales representatives, or securities dealers
and others authorized to sell Fund Shares hereunder, or their sales
representatives, that has not been authorized by the Trust in any
Prospectus or Statement of Additional Information of the Fund or by this
Agreement.
VIII. Term and Termination.
A. This Agreement shall be amended and restated effective on the date
hereof. Unless terminated as herein provided, this Agreement shall
continue in effect for one year from the date hereof and shall continue in
full force and effect for successive periods of one year thereafter, but
only so long as each such continuance is approved (i) by either the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund and, in either event,
(ii) by vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons (as defined in the 1940
Act) of any such party and who have no direct or indirect financial
interest in this Agreement or in the operation of each Distribution Plan
or in any agreement related thereto ("Independent Trustees"), cast at a
meeting called for the purpose of voting on such approval.
B. This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or a majority of the
Independent Trustees or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund or by Distributor, on
sixty days' written notice to the other party.
C. This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
IX. Limitation of Liability. The obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of
the Trust personally, but shall bind only the assets and property of the
Trust. The term "The Nottingham Investment Trust" means and refers to the
Trustees from time to time serving under the Agreement and Declaration of
Trust of the Trust, a copy of which is on file with the Secretary of the
Commonwealth of Massachusetts. The execution and delivery of this
Agreement has been authorized by the Trustees, and this Agreement has been
signed on behalf of the Trust by an authorized officer of the Trust,
acting as such and not individually, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the assets and
property of the Trust as provided in the Agreement and Declaration of
Trust.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
as amended and restated effective as of the date first written above.
THE NOTTINGHAM INVESTMENT TRUST
Attest:
By:________________________________
AMELIA EARHART: EAGLE EQUITY FUND
Attest:
By:________________________________
CAPITAL INVESTMENT GROUP, INC.
Attest:
By:________________________________
<PAGE>
EXHIBIT 6(E)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR GREATER CINCINNATI FUND
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
AGREEMENT amended and restated effective as of the 1st day of September, 1995,
by and between THE NOTTINGHAM INVESTMENT TRUST, an unincorporated business trust
organized under the laws of The Commonwealth of Massachusetts (the "Trust"), and
CAPITAL INVESTMENT GROUP, INC., a North Carolina corporation ("Distributor").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
GREATER CINCINNATI FUND (the "Fund") of the Trust, which Shares are divided into
two Classes of Class A and Class B Shares, and has registered the Shares under
the Securities Act of 1933, as amended (the "1933 Act"), pursuant to a
registration statement on Form N-1A (the "Registration Statement"), including a
prospectus (the "Prospectus") and a statement of additional information (the
"Statement of Additional Information"); and
WHEREAS, the Trust has adopted a separate Plan of Distribution Pursuant to Rule
12b-1 under the 1940 Act (the "Distribution Plan") with respect to each Class of
Shares of the Fund, and may enter into related agreements providing for the
distribution of each Class of Shares of the Fund; and
WHEREAS, Distributor has agreed to act as distributor of the Shares of the Fund
for the period of this Agreement;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
X. Appointment of Distributor.
A. The Trust hereby appoints Distributor its exclusive agent for the
distribution of the Shares of the Fund in jurisdictions wherein such
Shares may be legally offered for sale; provided, however, that the Trust
in its absolute discretion may issue Shares of the Fund in connection with
(i) the payment or reinvestment of dividends or distributions; (ii) any
merger or consolidation of the Trust or of the Fund with any other
investment company or trust or any personal holding company, or the
acquisition of the assets of any such entity or another fund of the Trust;
or (iii) any offer of exchange permitted by Section 11 of the 1940 Act.
B. Distributor hereby accepts such appointment as exclusive agent for
the distribution of the Shares of the Fund and agrees that it will sell
the Shares as agent for the Trust at prices determined as hereinafter
provided and on the terms hereinafter set forth, all according to
applicable federal and state laws and regulations and to the Agreement and
Declaration of Trust of the Trust.
C. Distributor may sell Shares of the Fund to or through qualified
securities dealers or others. Distributor will require each dealer or
other such party to conform to the provisions hereof, the Registration
Statement and the Prospectus and Statement of Additional Information, and
applicable law; and neither Distributor nor any such dealers or others
shall withhold the placing of purchase orders for Shares so as to make a
profit thereby.
D. Distributor shall order Shares of the Fund from the Trust only to
the extent that it shall have received purchase orders therefor.
Distributor will not make, or authorize any dealers or others to make: (i)
any short sales of Shares; or (ii) any sales of Shares to any Trustee or
officer of the Trust or to any officer or director of Distributor or of
any corporation or association furnishing investment advisory, managerial
or supervisory services to the Trust, or to any such corporation or
association, unless such sales are made in accordance with the then
current Prospectus and Statement of Additional Information.
E. Distributor is not authorized by the Trust to give any information
or make any representations regarding the Shares of the Fund, except such
information or representations as are contained in the Registration
Statement or in the current Prospectus or Statement of Additional
Information of the Fund, or in advertisements and sales literature
prepared by or on behalf of the Trust for Distributor's use.
F. Notwithstanding any provision hereof, the Trust may terminate,
suspend or withdraw the offering of Shares of the Fund whenever, in its
sole discretion, it deems such action to be desirable.
XI. Offering Price of Shares. All Fund Shares sold under this Agreement
shall be sold at the public offering price per Share in effect at the time
of the sale, as described in the then current Prospectus of the Fund. The
excess, if any, of the public offering price over the net asset value of
the Class A Shares sold by Distributor as agent shall be retained by
Distributor as a commission for its services hereunder. The Distributor
shall also be entitled to receive as a commission for its services
hereunder any contingent deferred sales charge payable upon the redemption
of Class B Shares sold by Distributor as agent, as described in the
current Prospectus of the Fund. Out of such commissions Distributor may
allow commissions or concessions to dealers and may allow them to others
in its discretion in such amounts as Distributor shall determine from time
to time. Except as may be otherwise determined by Distributor from time
to time, such commissions or concessions shall be uniform to all dealers.
At no time shall the Trust receive less than the full net asset value of
the Shares, determined in the manner set forth in the then current
Prospectus and Statement of Additional Information. Distributor shall
also be entitled to such commissions and other fees and payments as may be
authorized by the Trustees of the Trust from time to time under each
Distribution Plan.
XII. Furnishing of Information. The Trust shall furnish to Distributor
copies of any information, financial statements and other documents that
Distributor may reasonably request for use in connection with the sale of
Shares of the Fund under this Agreement. The Trust shall also make
available a sufficient number of copies of the Fund's current Prospectus
and Statement of Additional Information for use by the Distributor.
XIII. Expenses.
A. The Trust will pay or cause to be paid the following expenses: (i)
preparation, printing and distribution to shareholders of the Prospectus
and Statement of Additional Information; (ii) preparation, printing and
distribution of reports and other communications to shareholders;
(iii) registration of the Shares under the federal securities laws; (iv)
qualification of the Shares for sale in certain states; (v) qualification
of the Trust as a dealer or broker under state law as well as
qualification of the Trust as an entity authorized to do business in
certain states; (vi) maintaining facilities for the issue and transfer of
Shares; (vii) supplying information, prices and other data to be furnished
by the Trust under this Agreement; and (viii) certain taxes applicable to
the sale or delivery of the Shares or certificates therefor.
B. Except to the extent such expenses are borne by the Trust pursuant
to a Distribution Plan, Distributor will pay or cause to be paid the
following expenses: (i) payments to sales representatives of the
Distributor and to securities dealers and others in respect of the sale of
Shares of the Fund or the servicing of shareholder accounts, including
without limitation payments used to pay for or finance sales commissions
and other fees payable to sales representatives of the Distributor and to
securities dealers and others who sell Class B Shares or service accounts
of Class B shareholders, including interest expense on any such financing;
(ii) payment of compensation to and expenses of employees of the
Distributor and any of its affiliates to the extent they engage in or
support distribution of Fund Shares or render shareholder support services
not otherwise provided by the Trust's transfer agent, administrator, or
custodian, including, but not limited to, answering routine inquiries
regarding the Fund, processing shareholder transactions, and providing
such other shareholder services as the Trust may reasonably request;
(iii) formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising;
(iv) preparation, printing and distribution of sales literature and of
Prospectuses and Statements of Additional Information and reports of the
Trust for recipients other than existing shareholders of the Fund; and (v)
obtaining such information, analyses and reports with respect to marketing
and promotional activities as the Trust may, from time to time, reasonably
request.
C. Distributor in connection with each Distribution Plan shall prepare
and deliver reports to the Trustees of the Trust on a regular basis, at
least quarterly, showing the expenditures with respect to the Fund
pursuant to each Distribution Plan and the purposes therefor, as well as
any supplemental reports as the Trustees of the Trust, from time to time,
may reasonably request.
XIV. Repurchase of Shares. Distributor as agent and for the account of
the Trust may repurchase Shares of the Fund offered for resale to it and
redeem such Shares at their net asset value.
XV. Indemnification by the Trust. In absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of Distributor, the Trust agrees to indemnify
Distributor and its officers and partners against any and all claims,
demands, liabilities and expenses that Distributor may incur under the
1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in the Registration
Statement or any Prospectus or Statement of Additional Information of the
Fund, or in any advertisements or sales literature prepared by or on
behalf of the Trust for Distributor's use, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon and in conformity with information furnished to the Trust in
connection therewith by or on behalf of Distributor. Nothing herein
contained shall require the Trust to take any action contrary to any
provision of its Agreement and Declaration of Trust or any applicable
statute or regulation.
XVI. Indemnification by Distributor. Distributor agrees to indemnify the
Trust and its officers and Trustees against any and all claims, demands,
liabilities and expenses which the Trust may incur under the 1933 Act, or
common law or otherwise, arising out of or based upon (i) any alleged
untrue statement of a material fact contained in the Registration
Statement or any Prospectus or Statement of Additional Information of the
Fund, or in any advertisements or sales literature prepared by or on
behalf of the Trust for Distributor's use, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, if such statement or omission was made in reliance
upon and in conformity with information furnished to the Trust in
connection therewith by or on behalf of Distributor; or (ii) any act or
deed of Distributor or its sales representatives, or securities dealers
and others authorized to sell Fund Shares hereunder, or their sales
representatives, that has not been authorized by the Trust in any
Prospectus or Statement of Additional Information of the Fund or by this
Agreement.
XVII. Term and Termination.
A. This Agreement shall be amended and restated effective on the date
hereof. Unless terminated as herein provided, this Agreement shall
continue in effect for one year from the date hereof and shall continue in
full force and effect for successive periods of one year thereafter, but
only so long as each such continuance is approved (i) by either the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund and, in either event,
(ii) by vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or interested persons (as defined in the 1940
Act) of any such party and who have no direct or indirect financial
interest in this Agreement or in the operation of each Distribution Plan
or in any agreement related thereto ("Independent Trustees"), cast at a
meeting called for the purpose of voting on such approval.
B. This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or a majority of the
Independent Trustees or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund or by Distributor, on
sixty days' written notice to the other party.
C. This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
XVIII. Limitation of Liability. The obligations of the Trust
hereunder shall not be binding upon any of the Trustees, officers or
shareholders of the Trust personally, but shall bind only the assets and
property of the Trust. The term "The Nottingham Investment Trust" means
and refers to the Trustees from time to time serving under the Agreement
and Declaration of Trust of the Trust, a copy of which is on file with the
Secretary of the Commonwealth of Massachusetts. The execution and
delivery of this Agreement has been authorized by the Trustees, and this
Agreement has been signed on behalf of the Trust by an authorized officer
of the Trust, acting as such and not individually, and neither such
authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
assets and property of the Trust as provided in the Agreement and
Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
as amended and restated effective as of the date first written above.
THE NOTTINGHAM INVESTMENT TRUST
Attest:
By:________________________________
GREATER CINCINNATI FUND
Attest:
By:________________________________
CAPITAL INVESTMENT GROUP, INC.
Attest:
By:________________________________
<PAGE>
EXHIBIT 9(B)
AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING,
DIVIDEND DISBURSING & TRANSFER AGENT AND ADMINISTRATION AGREEMENT
AMENDMENT TO FUND ACCOUNTING,
DIVIDEND DISBURSING & TRANSFER AGENT
AND ADMINISTRATION AGREEMENT
THIS AMENDMENT, made and entered into effective as of the 23rd day of July,
1995, by and between THE NOTTINGHAM INVESTMENT TRUST, a Massachusetts business
trust (the "Trust"), and THE NOTTINGHAM COMPANY, INC., a North Carolina
corporation (the "Administrator").
WHEREAS, the parties have previously entered into that certain Amended and
Restated Fund Accounting, Dividend Disbursing & Transfer Agent and
Administration Agreement dated October 24, 1994 with respect to all series of
the Trust (the "Agreement").
WHEREAS, the Agreement has been continued from time to time by the parties as
provided therein, with amendments from time to time to Exhibit C thereof,
reflecting the Administrator's Compensation Schedule.
WHEREAS, the parties desire to again amend Exhibit C thereof, all as provided
herein.
NOW THEREFORE, the Trust and the Administrator do mutually promise and agree as
follows:
1. Amendments. The Agreement is hereby amended by deleting Exhibit C
thereof and substituting in lieu thereof a new Exhibit C in the form
attached hereto.
2. Ratification. Except as continued and provided above, the Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their
duly authorized officers on the date first above written.
ATTEST: THE NOTTINGHAM INVESTMENT TRUST
By:
(Seal)
ATTEST: THE NOTTINGHAM COMPANY, INC.
By:
(Seal)
Exhibit C
ADMINISTRATOR'S COMPENSATION SCHEDULE
For the services delineated in the FUND ACCOUNTING, DIVIDEND DISBURSING &
TRANSFER AGENT AND ADMINISTRATION AGREEMENT, the Administrator shall be
compensated monthly, as of the last day of each month, within five business days
of the month end, a base fee plus a fee based upon net assets according to the
following schedule. The fee is calculated based upon the average daily net
assets of each Fund:
Base Fee: $2,000 per month
Class Fee: $750 per month for each additional
Equity and Balanced Funds
(For all Funds except ones specifically listed below)
Annual
Net Assets Fee
On the first $50 million 0.20%
On the next $50 million 0.175%
On all assets over $100 million 0.15%
Fixed Income Funds
(For all Funds except ones specifically listed below)
Annual
Net Assets Fee
On all assets 0.15%
Nottingham Short Term Income Fund
Annual
Net Assets Fee
On the first $50 million 0.075%
On the next $50 million 0.10%
On all assets over $100 million 0.125%
Nottingham U.S. Government Money Fund
Net Assets Fee
On all assets 0.10%
Shareholder Recordkeeping Fee
$9.00 per shareholder per year
IRA Accounts
$15 per year (billed directly to the shareholder)
Securities Pricing
$0.20 per equity security per pricing day
$0.20 per corporate bond, government bond, medium-term bond or mortgage backed
security per pricing day
$0.40 per CMO or asset backed securities per pricing day
$0.40 per municipal security per pricing day
$2.00 per equity per month for corporate action coverage
Blue Sky Administration
$100 per Fund per state registration per year
Minimum fee per year
Minimum fee of $3,000 per Fund of the Trust per month for all fees taken in the
aggregate as outlined above, analyzed monthly.
<PAGE>
EXHIBIT 15(A)
AMENDED AND RESTATED DISTRIBUTION PLAN FOR AMELIA EARHART: EAGLE
EQUITY FUND (CLASS A SHARES)
AMENDED AND RESTATED
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
WHEREAS, The Nottingham Investment Trust, an unincorporated business trust
organized and existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
Amelia Earhart: Eagle Equity Fund (the "Fund") of the Trust, which Shares are
classified into Class A Shares and Class B Shares of the Fund;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Trust and its
shareholders, have approved this Plan by votes cast at a meeting called for the
purpose of voting hereon and on any agreements related hereto; and
NOW, THEREFORE, the Trust hereby amends and restates this Plan in accordance
with Rule 12b-1 under the 1940 Act, on the following terms and conditions:
XIX. Distribution and Servicing Activities. Subject to the supervision
of the Trustees of the Trust, the Trust may, directly or indirectly, engage in
any activities primarily intended to result in the sale of Class A Shares of the
Fund or the servicing of Class A shareholder accounts, which activities may
include, but are not limited to, the following: (a) payments to the Trust's
Distributor and to securities dealers and others in respect of the sale of Class
A Shares of the Fund or the servicing of Class A shareholder accounts; (b)
payment of compensation to and expenses of personnel (including personnel of
organizations with which the Trust has entered into agreements related to this
Plan) who engage in or support distribution of Class A Shares of the Fund or who
render shareholder support services not otherwise provided by the Trust's
transfer agent, administrator, or custodian, including but not limited to,
answering inquiries regarding the Trust, processing shareholder transactions,
providing personal services and/or the maintenance of shareholder accounts,
providing other shareholder liaison services, responding to shareholder
inquiries, providing information on shareholder investments in the Fund, and
providing such other shareholder services as the Trust may reasonably request;
(c) formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) preparation, printing
and distribution of sales literature; (e) preparation, printing and distribution
of prospectuses and statements of additional information and reports of the
Trust for recipients other than existing shareholders of the Trust; and (f)
obtaining such information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem advisable. The
Trust is authorized to engage in the activities listed above, and in any other
activities primarily intended to result in the sale of Class A Shares of the
Fund or the servicing of Class A shareholder accounts, either directly or
through other persons with which the Trust has entered into agreements related
to this Plan.
XX. Maximum Expenditures. The expenditures to be made by the Trust
pursuant to this Plan and the basis upon which payment of such expenditures will
be made shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed an amount calculated at the rate of 0.25% per annum of
the average daily net asset value of the Class A Shares of the Fund for each
year or portion thereof included in the period for which the computation is
being made, elapsed since the inception of this Plan to the date of such
expenditures. Notwithstanding the foregoing, in no event may such expenditures
paid by the Trust as service fees exceed an amount calculated at the rate of
0.25% of the average annual net assets of the Class A Shares of the Fund, nor
may such expenditures paid as service fees to any person who sells Class A
Shares of the Fund exceed an amount calculated at the rate of 0.25% of the
average annual net asset value of such shares. Such payments for distribution
and shareholder servicing activities may be made directly by the Trust or to
other persons with which the Trust has entered into agreements related to this
Plan.
XXI. Term and Termination. A. This Plan shall be amended and restated,
originally effective as of the 17th day of December, 1992, amended and restated
effective as of the 24th day of October, 1994, and further amended and restated
to reflect the classification of the Shares of the Fund, effective as of the 1st
day of September, 1995. Unless terminated as herein provided, this Plan shall
continue in effect for one year from September 1, 1995 and shall continue in
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved by votes of a majority of both (i) the
Trustees of the Trust and (ii) the Non-Interested Trustees, cast at a meeting
called for the purpose of voting on such approval.
B. This Plan may be terminated at any time with respect to the Fund by
a vote of a majority of the Non-Interested Trustees or by a vote of a majority
of the outstanding voting securities of the Class A Shares of the Fund as
defined in the 1940 Act.
XXII. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of the
Class A Shares of the Fund as defined in the 1940 Act with respect to which a
material increase in the amount of expenditures is proposed, and no material
amendment to this Plan shall be made unless approved in the manner provided for
annual renewal of this Plan in Section 3(a) hereof.
XXIII. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of the Non-Interested Trustees of the Trust
shall be committed to the discretion of such Non-Interested Trustees.
XXIV. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
XXV. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
XXVI. Limitation of Liability. Any obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of the
Trust personally, but shall bind only the assets and property of the Trust. The
term "The Nottingham Investment Trust" means and refers to the Trustees from
time to time serving under the Declaration of Trust of the Trust, a copy of
which is on file with the Secretary of The Commonwealth of Massachusetts. The
execution of this Plan has been authorized by the Trustees, and this Plan has
been signed on behalf of the Trust by an authorized officer of the Trust, acting
as such and not individually, and neither such authorization by such Trustees
nor such execution by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Agreement and Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Plan to be executed as
of the date first written above.
THE NOTTINGHAM INVESTMENT TRUST
Attest:
By__________________________________
Attest:
AMELIA EARHART: EAGLE EQUITY FUND
By__________________________________
<PAGE>
EXHIBIT 15(B)
DISTRIBUTION PLAN FOR AMELIA EARHART: EAGLE EQUITY FUND
(CLASS B SHARES)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
WHEREAS, The Nottingham Investment Trust, an unincorporated business trust
organized and existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
Amelia Earhart: Eagle Equity Fund (the "Fund") of the Trust, which Shares are
classified into Class A Shares and Class B Shares of the Fund;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Trust and its
shareholders, have approved this Plan by votes cast at a meeting called for the
purpose of voting hereon and on any agreements related hereto; and
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:
XXVII. Distribution and Servicing Activities. Subject to the
supervision of the Trustees of the Trust, the Trust may, directly or indirectly,
engage in any activities primarily intended to result in the sale of Class B
Shares of the Fund or the servicing of shareholder accounts, which activities
may include, but are not limited to, the following: (a) payments to the Trust's
Distributor and to securities dealers and others in respect of the sale of Class
B Shares of the Fund or the servicing of Class B shareholder accounts, including
without limitation payments used to pay for or finance sales commissions and
other fees payable to securities dealers and others who sell Class B Shares or
service accounts of Class B shareholders; (b) payment of compensation to and
expenses of personnel (including personnel of organizations with which the Trust
has entered into agreements related to this Plan) who engage in or support
distribution of Class B Shares of the Fund or who render shareholder support
services not otherwise provided by the Trust's transfer agent, administrator, or
custodian, including but not limited to, answering inquiries regarding the
Trust, processing shareholder transactions, providing personal services and/or
the maintenance of shareholder accounts, providing other shareholder liaison
services, responding to shareholder inquiries, providing information on
shareholder investments in the Fund, and providing such other shareholder
services as the Trust may reasonably request; (c) formulation and implementation
of marketing and promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and other mass media
advertising; (d) preparation, printing and distribution of sales literature; (e)
preparation, printing and distribution of prospectuses and statements of
additional information and reports of the Trust for recipients other than
existing shareholders of the Trust; and (f) obtaining such information, analyses
and reports with respect to marketing and promotional activities as the Trust
may, from time to time, deem advisable. The Trust is authorized to engage in
the activities listed above, and in any other activities primarily intended to
result in the sale of Class B Shares of the Fund or the servicing of Class B
shareholder accounts, either directly or through other persons with which the
Trust has entered into agreements related to this Plan.
XXVIII. Maximum Expenditures. The expenditures to be made by the
Trust pursuant to this Plan and the basis upon which payment of such
expenditures will be made shall be determined by the Trustees of the Trust, but
in no event may such expenditures exceed an amount calculated at the rate of
1.00% per annum of the average daily net asset value of the Class B Shares of
the Fund for each year or portion thereof included in the period for which the
computation is being made, elapsed since the inception of this Plan to the date
of such expenditures. Notwithstanding the foregoing, in no event may such
expenditures paid by the Trust as distribution fees or for other
distribution-related activities exceed an amount calculated at the rate of 0.75%
per annum of the average annual net assets of the Class B Shares of the Fund,
and in no event may such expenditures paid by the Trust as service fees exceed
an amount calculated at the rate of 0.25% of the average annual net assets of
the Class B Shares of the Fund, nor may such expenditures paid as service fees
to any person who sells Class B Shares of the Fund exceed an amount calculated
at the rate of 0.25% of the average annual net asset value of such shares. Such
payments for distribution and shareholder servicing activities may be made
directly by the Trust or to other persons with which the Trust has entered into
agreements related to this Plan.
XXIX. Term and Termination. A. This Plan shall be effective as of the 1st
day of September, 1995. Unless terminated as herein provided, this Plan shall
continue in effect for one year from September 1, 1995 and shall continue in
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved by votes of a majority of both (i) the
Trustees of the Trust and (ii) the Non-Interested Trustees, cast at a meeting
called for the purpose of voting on such approval.
B. This Plan may be terminated at any time with respect to the Fund by
a vote of a majority of the Non-Interested Trustees or by a vote of a majority
of the outstanding voting securities of the Class B Shares of the Fund as
defined in the 1940 Act.
XXX. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of the
Class B Shares of the Fund as defined in the 1940 Act with respect to which a
material increase in the amount of expenditures is proposed, and no material
amendment to this Plan shall be made unless approved in the manner provided for
annual renewal of this Plan in Section 3(a) hereof.
XXXI. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
XXXII. Quarterly Reports. The Treasurer of the Trust shall provide
to the Trustees of the Trust and the Trustees shall review quarterly a written
report of the amounts expended pursuant to this Plan and any related agreement
and the purposes for which such expenditures were made.
XXXIII. Recordkeeping. The Trust shall preserve copies of this Plan
and any related agreement and all reports made pursuant to Section 6 hereof, for
a period of not less than six years from the date of this Plan. Any such
related agreement or such reports for the first two years will be maintained in
an easily accessible place.
XXXIV. Limitation of Liability. Any obligations of the Trust
hereunder shall not be binding upon any of the Trustees, officers or
shareholders of the Trust personally, but shall bind only the assets and
property of the Trust. The term "The Nottingham Investment Trust" means and
refers to the Trustees from time to time serving under the Declaration of Trust
of the Trust, a copy of which is on file with the Secretary of The Commonwealth
of Massachusetts. The execution of this Plan has been authorized by the
Trustees, and this Plan has been signed on behalf of the Trust by an authorized
officer of the Trust, acting as such and not individually, and neither such
authorization by such Trustees nor such execution by such officer shall be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the assets and property of the
Trust as provided in the Agreement and Declaration of Trust. IN WITNESS THEREOF,
the parties hereto have caused this Plan to be executed as of the date first
written above.
THE NOTTINGHAM INVESTMENT TRUST
Attest:
By__________________________________
Attest:
AMELIA EARHART: EAGLE EQUITY FUND
By__________________________________
<PAGE>
EXHIBIT 15(e)
AMENDED AND RESTATED DISTRIBUTION PLAN FOR
GREATER CINCINNATI FUND (CLASS A SHARES)
AMENDED AND RESTATED
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
WHEREAS, The Nottingham Investment Trust, an unincorporated business trust
organized and existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
Greater Cincinnati Fund (the "Fund") of the Trust, which Shares are classified
into Class A Shares and Class B Shares of the Fund;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Trust and its
shareholders, have approved this Plan by votes cast at a meeting called for the
purpose of voting hereon and on any agreements related hereto; and
NOW, THEREFORE, the Trust hereby amends and restates this Plan in accordance
with Rule 12b-1 under the 1940 Act, on the following terms and conditions:
XXXV. Distribution and Servicing Activities. Subject to the supervision
of the Trustees of the Trust, the Trust may, directly or indirectly, engage in
any activities primarily intended to result in the sale of Class A Shares of the
Fund or the servicing of Class A shareholder accounts, which activities may
include, but are not limited to, the following: (a) payments to the Trust's
Distributor and to securities dealers and others in respect of the sale of Class
A Shares of the Fund or the servicing of Class A shareholder accounts; (b)
payment of compensation to and expenses of personnel (including personnel of
organizations with which the Trust has entered into agreements related to this
Plan) who engage in or support distribution of Class A Shares of the Fund or who
render shareholder support services not otherwise provided by the Trust's
transfer agent, administrator, or custodian, including but not limited to,
answering inquiries regarding the Trust, processing shareholder transactions,
providing personal services and/or the maintenance of shareholder accounts,
providing other shareholder liaison services, responding to shareholder
inquiries, providing information on shareholder investments in the Fund, and
providing such other shareholder services as the Trust may reasonably request;
(c) formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) preparation, printing
and distribution of sales literature; (e) preparation, printing and distribution
of prospectuses and statements of additional information and reports of the
Trust for recipients other than existing shareholders of the Trust; and (f)
obtaining such information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem advisable. The
Trust is authorized to engage in the activities listed above, and in any other
activities primarily intended to result in the sale of Class A Shares of the
Fund or the servicing of Class A shareholder accounts, either directly or
through other persons with which the Trust has entered into agreements related
to this Plan.
XXXVI. Maximum Expenditures. The expenditures to be made by the
Trust pursuant to this Plan and the basis upon which payment of such
expenditures will be made shall be determined by the Trustees of the Trust, but
in no event may such expenditures exceed an amount calculated at the rate of
0.50% per annum of the average daily net asset value of the Class A Shares of
the Fund for each year or portion thereof included in the period for which the
computation is being made, elapsed since the inception of this Plan to the date
of such expenditures. Notwithstanding the foregoing, in no event may such
expenditures paid by the Trust as service fees exceed an amount calculated at
the rate of 0.25% of the average annual net assets of the Class A Shares of the
Fund, nor may such expenditures paid as service fees to any person who sells
Class A Shares of the Fund exceed an amount calculated at the rate of 0.25% of
the average annual net asset value of such shares. Such payments for
distribution and shareholder servicing activities may be made directly by the
Trust or to other persons with which the Trust has entered into agreements
related to this Plan.
XXXVII. Term and Termination. A. This Plan shall be amended and
restated, originally effective as of the 2nd day of January, 1995, and amended
and restated to reflect the reclassification of the Shares of the Fund,
effective as of the 1st day of September, 1995. Unless terminated as herein
provided, this Plan shall continue in effect for one year from September 1, 1995
and shall continue in effect for successive periods of one year thereafter, but
only so long as each such continuance is specifically approved by votes of a
majority of both (i) the Trustees of the Trust and (ii) the Non-Interested
Trustees, cast at a meeting called for the purpose of voting on such approval.
B. This Plan may be terminated at any time with respect to the Fund by
a vote of a majority of the Non-Interested Trustees or by a vote of a majority
of the outstanding voting securities of the Class A Shares of the Fund as
defined in the 1940 Act.
XXXVIII. Amendments. This Plan may not be amended to increase
materially the maximum expenditures permitted by Section 2 hereof unless such
amendment is approved by a vote of the majority of the outstanding voting
securities of the Class A Shares of the Fund as defined in the 1940 Act with
respect to which a material increase in the amount of expenditures is proposed,
and no material amendment to this Plan shall be made unless approved in the
manner provided for annual renewal of this Plan in Section 3(a) hereof.
XXXIX. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of the Non-Interested Trustees of the Trust
shall be committed to the discretion of such Non-Interested Trustees.
XL. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a written report
of the amounts expended pursuant to this Plan and any related agreement and the
purposes for which such expenditures were made.
XLI. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
XLII. Limitation of Liability. Any obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of the
Trust personally, but shall bind only the assets and property of the Trust. The
term "The Nottingham Investment Trust" means and refers to the Trustees from
time to time serving under the Declaration of Trust of the Trust, a copy of
which is on file with the Secretary of The Commonwealth of Massachusetts. The
execution of this Plan has been authorized by the Trustees, and this Plan has
been signed on behalf of the Trust by an authorized officer of the Trust, acting
as such and not individually, and neither such authorization by such Trustees
nor such execution by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Agreement and Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Plan to be executed as
of the date first written above.
THE NOTTINGHAM INVESTMENT TRUST
Attest:
By__________________________________
Attest:
GREATER CINCINNATI FUND
By__________________________________
<PAGE>
EXHIBIT 15(f)
DISTRIBUTION PLAN FOR
GREATER CINCINNATI FUND (CLASS B SHARES)
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
WHEREAS, The Nottingham Investment Trust, an unincorporated business trust
organized and existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in the
Greater Cincinnati Fund (the "Fund") of the Trust, which Shares are classified
into Class A Shares and Class B Shares of the Fund;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Trust and its
shareholders, have approved this Plan by votes cast at a meeting called for the
purpose of voting hereon and on any agreements related hereto; and
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:
XLIII. Distribution and Servicing Activities. Subject to the
supervision of the Trustees of the Trust, the Trust may, directly or indirectly,
engage in any activities primarily intended to result in the sale of Class B
Shares of the Fund or the servicing of shareholder accounts, which activities
may include, but are not limited to, the following: (a) payments to the Trust's
Distributor and to securities dealers and others in respect of the sale of Class
B Shares of the Fund or the servicing of Class B shareholder accounts, including
without limitation payments used to pay for or finance sales commissions and
other fees payable to securities dealers and others who sell Class B Shares or
service accounts of Class B shareholders; (b) payment of compensation to and
expenses of personnel (including personnel of organizations with which the Trust
has entered into agreements related to this Plan) who engage in or support
distribution of Class B Shares of the Fund or who render shareholder support
services not otherwise provided by the Trust's transfer agent, administrator, or
custodian, including but not limited to, answering inquiries regarding the
Trust, processing shareholder transactions, providing personal services and/or
the maintenance of shareholder accounts, providing other shareholder liaison
services, responding to shareholder inquiries, providing information on
shareholder investments in the Fund, and providing such other shareholder
services as the Trust may reasonably request; (c) formulation and implementation
of marketing and promotional activities, including, but not limited to, direct
mail promotions and television, radio, newspaper, magazine and other mass media
advertising; (d) preparation, printing and distribution of sales literature; (e)
preparation, printing and distribution of prospectuses and statements of
additional information and reports of the Trust for recipients other than
existing shareholders of the Trust; and (f) obtaining such information, analyses
and reports with respect to marketing and promotional activities as the Trust
may, from time to time, deem advisable. The Trust is authorized to engage in
the activities listed above, and in any other activities primarily intended to
result in the sale of Class B Shares of the Fund or the servicing of Class B
shareholder accounts, either directly or through other persons with which the
Trust has entered into agreements related to this Plan.
XLIV. Maximum Expenditures. The expenditures to be made by the Trust
pursuant to this Plan and the basis upon which payment of such expenditures will
be made shall be determined by the Trustees of the Trust, but in no event may
such expenditures exceed an amount calculated at the rate of 1.00% per annum of
the average daily net asset value of the Class B Shares of the Fund for each
year or portion thereof included in the period for which the computation is
being made, elapsed since the inception of this Plan to the date of such
expenditures. Notwithstanding the foregoing, in no event may such expenditures
paid by the Trust as distribution fees or for other distribution-related
activities exceed an amount calculated at the rate of 0.75% per annum of the
average annual net assets of the Class B Shares of the Fund, and in no event may
such expenditures paid by the Trust as service fees exceed an amount calculated
at the rate of 0.25% of the average annual net assets of the Class B Shares of
the Fund, nor may such expenditures paid as service fees to any person who sells
Class B Shares of the Fund exceed an amount calculated at the rate of 0.25% of
the average annual net asset value of such shares. Such payments for
distribution and shareholder servicing activities may be made directly by the
Trust or to other persons with which the Trust has entered into agreements
related to this Plan.
XLV. Term and Termination. A. This Plan shall be effective as of the 1st
day of September, 1995. Unless terminated as herein provided, this Plan shall
continue in effect for one year from September 1, 1995 and shall continue in
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved by votes of a majority of both (i) the
Trustees of the Trust and (ii) the Non-Interested Trustees, cast at a meeting
called for the purpose of voting on such approval.
B. This Plan may be terminated at any time with respect to the Fund by
a vote of a majority of the Non-Interested Trustees or by a vote of a majority
of the outstanding voting securities of the Class B Shares of the Fund as
defined in the 1940 Act.
XLVI. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such amendment is
approved by a vote of the majority of the outstanding voting securities of the
Class B Shares of the Fund as defined in the 1940 Act with respect to which a
material increase in the amount of expenditures is proposed, and no material
amendment to this Plan shall be made unless approved in the manner provided for
annual renewal of this Plan in Section 3(a) hereof.
XLVII. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of the Non-Interested Trustees of the Trust
shall be committed to the discretion of such Non-Interested Trustees.
XLVIII. Quarterly Reports. The Treasurer of the Trust shall provide
to the Trustees of the Trust and the Trustees shall review quarterly a written
report of the amounts expended pursuant to this Plan and any related agreement
and the purposes for which such expenditures were made.
XLIX. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such related
agreement or such reports for the first two years will be maintained in an
easily accessible place.
L. Limitation of Liability. Any obligations of the Trust hereunder
shall not be binding upon any of the Trustees, officers or shareholders of the
Trust personally, but shall bind only the assets and property of the Trust. The
term "The Nottingham Investment Trust" means and refers to the Trustees from
time to time serving under the Declaration of Trust of the Trust, a copy of
which is on file with the Secretary of The Commonwealth of Massachusetts. The
execution of this Plan has been authorized by the Trustees, and this Plan has
been signed on behalf of the Trust by an authorized officer of the Trust, acting
as such and not individually, and neither such authorization by such Trustees
nor such execution by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Trust as provided in the
Agreement and Declaration of Trust.
IN WITNESS THEREOF, the parties hereto have caused this Plan to be executed as
of the date first written above.
THE NOTTINGHAM INVESTMENT TRUST
Attest:
By__________________________________
Attest:
GREATER CINCINNATI FUND
By__________________________________
<PAGE>
EXHIBIT 16
COMPUTATION OF PERFORMANCE
MISSISSIPPI OPPORTUNITY FUND
The Fund computes the "average annual total return" of each Class of the Fund by
determining the average annual compounded rates of return during specified
periods that equate the initial amount invested to the ending redeemable value
of such investment. This is done by determining the ending redeemable value of
a hypothetical $1,000 initial payment. This calculation is as follows:
P(1+T)n = ERV
Where: T = average annual total return.
ERV = ending redeemable value at the end of the period covered by
the computation of a hypothetical $1,000 payment made at the
beginning of the period.
P = hypothetical initial payment of $1,000 from which the maximum
sales load is deducted.
n = period covered by the computation, expressed in terms of
years.
The Fund may also compute the aggregate total return of each Class of the Fund,
which is calculated in a similar manner, except that the results are not
annualized.
The calculation of average annual total return and aggregate total return assume
that the maximum sales load is deducted from the initial $1,000 investment at
the time it is made and that there is a reinvestment of all dividends and
capital gain distributions on the reinvestment dates during the period. The
ending redeemable value is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations. The Fund may also quote other total
return information that does not reflect the effects of the sales load.
The aggregate total return for the Class A shares of the Fund for the period
from the inception of the Class A shares (March 29, 1995) through August 31,
1995 was 6.84%. Without reflecting the effects of the maximum 3.5% sales load,
the aggregate total return for the Class A shares for such fiscal period was
10.71%. The aggregate total return for the Class C shares of the Fund for the
period from the inception of the Class C shares (April 7, 1995) through August
31, 1995 was 10.46%.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 01
<NAME> MISSISSIPPI OPPORTUNITY FUND - CLASS A
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> FEB-28-1996
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 1407283
<INVESTMENTS-AT-VALUE> 1529968
<RECEIVABLES> 13312
<ASSETS-OTHER> 43159
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1586439
<PAYABLE-FOR-SECURITIES> 601226
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 61505
<TOTAL-LIABILITIES> 61505
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1403919
<SHARES-COMMON-STOCK> 98133
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (1671)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 122685
<NET-ASSETS> 1524934
<DIVIDEND-INCOME> 3625
<INTEREST-INCOME> 5941
<OTHER-INCOME> 0
<EXPENSES-NET> (9129)
<NET-INVESTMENT-INCOME> 723
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 93448
<NET-CHANGE-FROM-OPS> 94171
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1707
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 95878
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3624
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 24155
<AVERAGE-NET-ASSETS> 822684
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 1.06
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.05
<EXPENSE-RATIO> 2.08
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 02
<NAME> MISSISSIPPI OPPORTUNITY FUND - CLASS C
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> FEB-28-1996
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 1407283
<INVESTMENTS-AT-VALUE> 1529968
<RECEIVABLES> 13312
<ASSETS-OTHER> 43159
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1586439
<PAYABLE-FOR-SECURITIES> 60126
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 61505
<TOTAL-LIABILITIES> 61505
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1403919
<SHARES-COMMON-STOCK> 98133
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (1671)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 122685
<NET-ASSETS> 1524934
<DIVIDEND-INCOME> 3625
<INTEREST-INCOME> 5941
<OTHER-INCOME> 0
<EXPENSES-NET> (9129)
<NET-INVESTMENT-INCOME> 723
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 93448
<NET-CHANGE-FROM-OPS> 94171
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1707
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 95878
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3624
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 24155
<AVERAGE-NET-ASSETS> 822684
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 1.05
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.03
<EXPENSE-RATIO> 2.59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
