NOTTINGHAM INVESTMENT TRUST/
N-30D, 1996-05-14
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                        The Nottingham Investment Trust
                                P.O. Drawer 8315
                     Rocky Mount, North Carolina 27804-1315

April 29, 1996                                         Telephone 919-972-9922
                                                      U.S. WATS 800-525-FUND
                                                       Facsimile 919-442-4226
Dear Shareholder:


The Greater Cincinnati Fund ended its fiscal year with a total return of 18.41 %
as of Feb. 29,1996. The market had a banner year in 1996 pulling back in certain
sectors in December and January. The overall outlook for 1996 we remain bullish.
Strong sector growth trends in the Bio-technology, Communications and Healthcare
will remain firmly in place. Expect volatility, particularly in tech stocks, and
the usual stock rotations.

Our  strategy  remains  the same this year as last using a top down  approach to
stock  selection,  first  identifying  trends that will effect the market,  then
focusing on industries that will benefit from these trends.  Finally, stocks are
selected of companies within those industries that meet the investment  criteria
of unit sales, earnings and revenue.

Despite so much to be  positive  about,  there are those who liken the  market's
movement  to that of an ocean  tide.  As stock  prices  increase,  so does their
nervousness,  albeit often untied to any tangible  fundamental outlook virtually
impossible to alter overnight.  Nevertheless, many focus on predicting its short
term direction,  rather than on understanding the fundamentals of the particular
companies in which they are invested.  This focus  implies that the  fundamental
success of all others, or that the fundamental  success of any company is in the
final  analysis  unrelated  to that  company's  current and future  stock price.
Common sense tells us that the first  implication  is wholly untrue and that the
second is at best only partially true, in that  macroeconomics  events can place
short  term  price  compression  on stocks  despite  strong  underlying  company
fundamentals.

Although at times the general  market can be volatile,  over the long term it is
nothing like an ocean tide.  The average level of a tidal water body is not only
consistent over any twenty-four hour period,  but also over any twenty-four year
period.  This same statement  cannot be made for the market,  whose  twenty-four
year  performance  can be much more easily  likened to a tidal  flow,  gradually
increasing.  This flow is not only  rational,  but also directly  related to the
fundamental growth of the underlying albeit largely unrelated  companies that it
represents.

As far as  investing is  concerned,  little has changed  since the  beginning of
time.  It is still  about  doing your  homework  with an eye toward the  future,
attempting to understand through direct contact with companies, their customers,
competitors, and suppliers how things like new products and services will affect
their businesses,  and in turn about creating one investment opinion,  your own.
With today's technology and information access and the hundreds of contacts that
we make on  companies  in which we have  interest,  we are  equipped  better  to
anticipate the future  capabilities  of these  companies,  but also causes us to
understand just how are large our current opportunity really is.

Thank you all for making 1995 a success,  and we look  forward to serving you in
the future.

Sincerely,


Jasen M. Snelling, President
CityFund Advisory, Inc.


<PAGE>

                            GREATER CINCINNATI FUND

                                 CLASS A SHARES

                    Performance Update - $10,000 Investment

              For the period from January 3, 1995 (commencement of
                        operations) to February 29, 1996

                              [GRAPH APPEARS HERE]


                         GREATER CINCINNATI FUND -
                             Class A FUND            S&P 500

              03-Jan-95          9650                  9650

              28-Feb-95          9650                 10244


              31-May-95         10048                 11212


              31-Aug-95         10675                 11810


              30-Nov-95         11441                 12724


              29-Feb-96         11427                 13461




THIS GRAPH DEPICTS THE PERFORMANCE OF THE CLASS A SHARES OF THE GREATER
CINCINNATI FUND VERSUS THE S&P 500 INDEX. IT IS IMPORTANT TO NOTE THAT THE
GREATER CINCINNATI FUND IS A PROFESSIONALLY MANAGED MUTUAL FUND WHILE THE
INDEX IS NOT AVAILABLE FOR INVESTMENT AND IS UNMANAGED. THE COMPARISON IS SHOWN
FOR ILLUSTRATIVE PURPOSES ONLY.

                            ANNUALIZED TOTAL RETURN

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

Maximum 3.5% Sales Load          12.23%                14.22%
No Sales Load                    15.74%                18.41%

(bullet) The graph assumes an initial $10,000 investment at January 3, 1995
         ($9,650 after maximum sales load of 3.5%). All dividends and
         distributions are reinvested.

(bullet) At February 29, 1996, the Class A Shares of the Fund would have
         grown to $11,427 - total investment return of 14.27% since
         January 3, 1995. Without the deduction of the 3.5% maximum
         sales load, the Class A Shares of the Fund would have grown to
         $11,841 - total investment return of 18.41% since January 3, 1995.
         The sales load may be reduced or eliminated for larger purchases.

(bullet) At February 29, 1996, a similar investment in the S&P 500 Index (after
         maximum sales load of 3.5%) would have grown to $13,461 - total
         investment return of 34.61% since January 3, 1995.

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


<PAGE>




                            GREATER CINCINNATI FUND

                            PORTFOLIO OF INVESTMENTS

                               February 29, 1996
<TABLE>
<CAPTION>


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

COMMON STOCKS - 76.08%

       Broadcast-Radio & Television - 1.51%
       (a)  Emmis Broadcasting Corporation                                          300                             $11,475

       Building Materials  - 2.22%
            LSI Industries, Inc.                                                  1,000                              16,875

       Pharmaceuticals - 14.08%
            Cardinal Health, Inc                                                    300                              18,075
       (a)  Chronimed, Inc.                                                         700                              14,613
            Eli Lilly & Company                                                     300                              18,150
            Johnson & Johnson                                                       200                              18,700
            Jones Medical Industries, Inc.                                          400                              17,625
            Pfizer, Inc.                                                            300                              19,762
                                                                                                                    106,925
       Electronics - 6.71%
       (a)  Cincinnati Microwave Inc.                                             1,000                               3,625
       (a)  Cyberoptics Corporation                                                 500                              17,125
            General Electric Company                                                400                              30,200
                                                                                                                     50,950
       Financial- Banks, Commercial - 10.40%
            Banc One Corporation                                                    500                              17,813
            PNC Bank Corporation                                                  1,000                              30,625
            Star Banc Corporation                                                   485                              30,555
                                                                                                                     78,993
       Household Products & Housewares  - 2.48%
            Procter & Gamble Company                                                230                              18,860

       Commercial Services  - 2.60%
       (a)  Primark Corporation                                                     500                              19,750

       Computer Software & Services - 2.01%
       (a)  Structural Dynamics Research Corporation                                500                              15,250

       Lodging  - 1.86%
       (a)  Studio Plus Hotels, Inc.                                                500                              14,125

       Hand & Machine Tools   - 1.89%
            Cincinnati Milacron, Inc.                                               500                              14,375

       Medical Supplies - 4.59%
            Hillenbrand Industries, Inc.                                            625                              20,391
            Omnicare, Inc.                                                          300                              14,475
                                                                                                                     34,866

</TABLE>


                                                                (Continued)
<PAGE>

                            GREATER CINCINNATI FUND

                            PORTFOLIO OF INVESTMENTS

                               February 29, 1996
<TABLE>
<CAPTION>


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

COMMON STOCKS - Continued

       Medical- Hospital Mgmt & Service - 2.30%
       (a)  Genesis Health Ventures, Inc.                                           400                             $17,450

       Medical- Biotechnology - 4.28%
            Guidant Corporation                                                     400                              18,950
       (a)  Neoprobe Corporation                                                    700                              13,562
                                                                                                                     32,512
       Restaurants & Food Service - 1.66%
            Cooker Restaurant Corporation                                         1,000                              12,625

       Textiles - 1.79%
            Cintas Corporation                                                      280                              13,580

       Telecommunications Equipment - 2.48%
       (a)  Aspect Telecommunications Corporation                                   400                              18,850

       Transportation- Air - 4.41%
            Comair Holdings, Inc                                                    825                              25,678
            Delta Air Lines, Inc                                                    100                               7,800
                                                                                                                     33,478
       Utilities- Electric - 8.81%
            CINergy Corporation                                                     960                              28,680
            DPL, Inc.                                                             1,100                              26,262
            IPALCO Enterprises, Inc.                                                300                              11,962
                                                                                                                     66,904

Total Common Stocks (Cost $544,550)                                                                                $577,843

</TABLE>




                                   Principal    Interest   Maturity  Value
                                    Amount        Rate       Date   (note 1)
CORPORATE BONDS - 4.04%

       Industrial Bonds - 4.04%
            Kroger Corporation         $30,000    8.50%    6-15-03    30,711
            (Cost $30,168)


REPURCHASE AGREEMENT (b) - 12.79%

            Wachovia Bank               97,112    5.32%     3-01-96    97,112
            (Cost $97,112)





                                                                 (Continued)
<PAGE>


                            GREATER CINCINNATI FUND

                            PORTFOLIO OF INVESTMENTS

                               February 29, 1996

                                                                Value
                                                               (note 1)

Total Value of Investments (Cost $671,830 (c))       92.91%       $705,666
Other Assets Less Liabilities                         7.09%         53,818
       Net Assets                                   100.00%       $759,484



       (a)  Non-income producing investment.

       (b)  Joint  repurchase  agreement  entered into February 29, 1996, with a
            maturity value of  $68,302,116  collateralized  by $71,660,000  U.S.
            Treasury Bills,  due September 19, 1996. The aggregate  market value
            of the collateral at February 29, 1996 was  $69,697,130.  The Fund's
            pro rata interest in the market value of the  collateral at February
            29,  1996 was  $99,109.  The Fund's pro rata  interest  in the joint
            repurchase  agreement  collateral  is taken into  possession  by the
            Fund's  custodian upon entering into the repurchase  agreement.  The
            collateral  is marked to market  daily to ensure its market value is
            at least 102 percent of the sales price of the repurchase agreement.

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


            Unrealized appreciation                                 $52,063
            Unrealized depreciation                                 (18,227)

                            Net unrealized appreciation             $33,836





See accompanying notes to financial statements

<PAGE>



                            GREATER CINCINNATI FUND

                      STATEMENT OF ASSETS AND LIABILITIES

                               February 29, 1996
<TABLE>
<CAPTION>



<S>                                                                                               <C>

ASSETS                                                                                                     
       Investments at value (cost $574,718)                                                            $608,554
       Repurchase agreement (cost $97,112)                                                               97,112
       Interest receivable                                                                                1,378
       Dividends receivable                                                                                 785
       Due from advisor (note 2)                                                                         28,335
       Deferred organization expenses, net (note 4)                                                      37,095
       Other assets                                                                                         251

            Total assets                                                                                773,510

LIABILITIES
       Accrued professional fees                                                                          6,500
       Accrued expenses                                                                                   7,526

            Total liabilities                                                                            14,026

NET ASSETS                                                                                             $759,484


NET ASSETS CONSIST OF
       Paid-in capital                                                                                 $709,835
       Undistributed net investment income                                                                1,414
       Undistributed net realized gain on investments                                                    14,399
       Net unrealized appreciation on investments                                                        33,836
                                                                                                       $759,484

CLASS A
       Net asset value ($759,365.57 (division sign) 68,342.267 shares outstanding)                       $11.11
       Maximum offering price per share (100 (division sign) 96.5 of $11.11)                             $11.51


CLASS B
       Net asset value and offering price per share ($118.54 (division sign) 10.604 shares outstanding)  $11.18


</TABLE>




See accompanying notes to financial statements


<PAGE>



                            GREATER CINCINNATI FUND

                            STATEMENT OF OPERATIONS

                          Year ended February 29, 1996
<TABLE>
<CAPTION>


<S>                                                                              <C>   

INVESTMENT INCOME

       Income
            Interest                                                               $10,494
            Dividends                                                                6,907

                 Total income                                                       17,401

       Expenses
            Fund accounting fees (note 2)                                           29,250
            Professional fees                                                       17,585
            Investment advisory fees (note 2)                                        6,850
            Custody fees                                                             4,916
            Fund administration fees (note 2)                                        3,279
            Registration and filing administration fees                              2,827
            Distribution and service fees - Class A (note 3)                         2,739
            Securities pricing fees                                                  2,584
            Shareholder recordkeeping fees                                             644
            Amortization of deferred organization expenses (note 4)                  9,692
            Trustee fees and meeting expenses                                        6,909
            Shareholder servicing expenses                                           4,538
            Registration and filing expenses                                         3,479
            Printing expenses                                                          394
            Other operating expenses                                                 4,117

                 Total expenses                                                     99,803

                 Less:                                                                             
                       Expense reimbursements (note 2)                             (80,044)        
                       Investment advisory fees waived (note 2)                     (6,850)        
                       Distribution and service fees waived (note 3)                  (741)

                 Net expenses                                                       12,168

                       Net investment income                                         5,233

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       Net realized gain from investment transactions                               51,230
       Decrease in unrealized depreciation on investments                           34,016

            Net realized and unrealized gain on investments                         85,246

                 Net increase in net assets resulting from operations              $90,479


</TABLE>


See accompanying notes to financial statements


<PAGE>


                            GREATER CINCINNATI FUND

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

                                                                                                                 For the     
                                                                                                              January 3, 1995
                                                                                                   Year        (commencement
                                                                                                  ended       of operations) to
                                                                                                February 29,    February 28,
                                                                                                   1996             1995
<S>                                                                                     <C>                  <C>   

INCREASE IN NET ASSETS

       Operations
            Net investment income                                                          $            5,233   $           250
            Net realized gain from investment transactions                                             51,230                 0
            (Decrease) increase in unrealized depreciation on investments                              34,016              (180)

                 Net increase in net assets resulting from operations                                  90,479                70

       Distributions to shareholders from
            Net investment income - Class A                                                            (4,068)                0
            Net investment income - Class B                                                                (1)                0
            Net realized gain from investment transactions - Class A                                  (36,825)                0
            Net realized gain from investment transactions - Class B                                       (6)                0

                 Decrease in net assets resulting from distributions                                  (40,900)                0

       Capital share transactions
            Increase in net assets resulting from capital share transactions (a)                      476,907           232,928

                       Total increase in net assets                                                   526,486           232,998

NET ASSETS

       Beginning of period                                                                            232,998                 0

       End of period   (including undistributed net investment income                      $          759,484   $       232,998
                       of $1,414 in 1996)


</TABLE>

(a) A summary of capital share activity follows:
<TABLE>
<CAPTION>

                                          CLASS A                                                      CLASS B
                                                                  For the period from           For the period from
                                        Year ended                 January 3, 1995 to            April 10, 1995 to
                                     February 29, 1996             February 28, 1995             February 29, 1996

                                     Shares         Value        Shares         Value             Shares        Value
<S>                                 <C>            <C>          <C>           <C>              <C>          <C>

Shares sold                           45,877        $491,234      23,303        $232,928             10          $100
Shares issued for reinvestment
     of distributions                  2,514          27,909           0               0              1             8

                                      48,391         519,143      23,303         232,928             11           108

Shares redeemed                       (3,351)        (42,344)          0               0              0             0

       Net increase                   45,040        $476,799      23,303        $232,928             11          $108

</TABLE>

See accompanying notes to financial statements


<PAGE>




                            GREATER CINCINNATI FUND

                              FINANCIAL HIGHLIGHTS

                (For a Share Outstanding Throughout the Period)

<TABLE>
<CAPTION>
                                                                                 CLASS A                              CLASS B

                                                                                             For the                  For the
                                                                                          period from               period from
                                                                                        January 3, 1995          April 10, 1995
                                                                             Year        (commencement            (commencement
                                                                            ended       of operations) to       of operations) to
                                                                         February 29,       February 28,            February 29,
                                                                             1996               1995                    1996
<S>                                                                     <C>            <C>                      <C>   

Net asset value, beginning of period                                         $10.00             $10.00                 $10.08

     Income (loss) from investment operations
         Net investment income                                                 0.10               0.01                   0.19
         Net realized and unrealized gain (loss)
            from investment transactions                                       1.74              (0.01)                  1.68

            Total from investment operations                                   1.84               0.00                   1.87

     Distributions to shareholders from
         Net investment income                                                (0.09)              0.00                  (0.13)
         Net realized gain from investment transactions                       (0.64)              0.00                  (0.64)

            Total distributions                                               (0.73)              0.00                  (0.77)

Net asset value, end of period                                               $11.11             $10.00                 $11.18


Total return                                                                  18.41%(a)           0.00%                 18.55%(b)

Ratios/supplemental data

     Net assets, end of period                                             $759,366           $232,998                   $118

     Ratio of expenses to average net assets
         Before expense reimbursements and waived fees                        18.26%             80.88% (c)             18.27%(c)
         After expense reimbursements and waived fees                          2.23%              2.%5 (c)               1.75%(c)

     Ratio of net investment income (loss) to average net assets
         Before expense reimbursements and waived fees                       (15.08)%           (77.35)%(c)            (14.54)%(c)
         After expense reimbursements and waived fees                          0.96%              1.54% (c)              1.92% (c)


     Portfolio turnover rate                                                 108.06%              0.00%                108.06%

</TABLE>

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

     (b)  Annualized total return is 21.06%.

     (c)  Annualized.


See accompanying notes to financial statements

<PAGE>


                             GREATER CINCINNATI FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

The Greater  Cincinnati 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 January 3, 1995.  The Fund is currently
authorized  to issue two classes of shares - Class A shares  (formerly  Investor
shares) and Class B shares (formerly  Institutional  shares). The Class A shares
are sold  subject  to a  maximum  sales  charge  of  3.50%  and are  subject  to
distribution and service fees ("12b-1 fees") under a distribution  plan pursuant
to Rule 12b-1 of the Investment  Company Act of 1940. Class B shares are subject
to a maximum 5.0%  contingent  deferred  sales charge,  which will be reduced or
eliminated  depending on the length of time the shares are held.  Class B shares
are also subject to 12b-1 fees.

Each class of shares has equal rights as to assets of the Fund,  and the classes
are  identical  except for  differences  in their sales  charge  structures  and
ongoing distribution and service fees. Income, expenses (other than distribution
and  service  fees,  which  are  attributable  to each  class  based  upon a set
percentage of its net assets),  and realized and  unrealized  gains or losses on
investments  are  allocated  to each class of shares based upon its relative net
assets.  Both  classes  have equal voting  privileges,  except  where  otherwise
required by law or when the Board of Trustees  determines  that the matter to be
voted on affects only the interests of the  shareholders of a particular  class.
The following is a summary of significant  accounting  policies  followed by the
Fund.

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

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

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

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

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


                                                                    (Continued)

<PAGE>




                             GREATER CINCINNATI FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996




NOTE 2 - INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

Pursuant to an  investment  advisory  agreement,  CityFund  Advisory,  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 1.25% of the Fund's
average daily net assets.

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 and  extraordinary  expenses,  exceed 2.25% of the average  daily
value of Class A shares  outstanding for any fiscal year, or exceed 1.75% of the
average daily value of Class B shares outstanding for any fiscal year, or exceed
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 $6,850 ($0.14 per share) and has agreed to reimburse a portion
of the Fund's  operating  expenses for the fiscal year ended  February 29, 1996.
The total  fees  waived and  expenses  reimbursed  by the  Advisor  amounted  to
$86,894.

The Fund's administrator, The Nottingham Company (the "Administrator"), provides
administrative  services  to  and  is  generally  responsible  for  the  overall
management and  day-to-day  operations of the Fund pursuant to an accounting and
administrative  agreement with the Trust. As compensation for its services,  the
Administrator receives a fee at the annual rate of 0.20% of the Fund's first $50
million of average  daily net assets,  0.175% on the next $50 million of average
daily net assets,  and 0.15% on average daily net assets over $100 million.  The
Administrator  also  receives  a  monthly  fee  of  $2,750  for  accounting  and
recordkeeping  services.  Additionally,  the administrator  charges the Fund for
servicing of shareholder  accounts and  registration  of the Fund's shares.  The
contract  with  the  Administrator  provides  that  the  aggregate  fees for the
aforementioned  administration,  accounting and recordkeeping services shall not
be less than  $3,000 per month.  The  Administrator  also  charges  the Fund for
certain expenses involved with the daily valuation of portfolio securities.

Capital  Investment  Group,  Inc.  (the  "Distributor")  serves  as  the  Fund's
principal  underwriter  and  distributor.  The  Distributor  receives  any sales
charges  imposed on  purchases of Class A shares and  re-allocates  a portion of
such  charges to dealers  through  whom the sale was made,  if any. For the year
ended February 29, 1996, the Distributor retained sales charges in the amount of
$2,281.

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


NOTE 3 - DISTRIBUTION AND SERVICE 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 both Class A and
Class B  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.



                                                                     (Continued)

<PAGE>


                             GREATER CINCINNATI FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996



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 0.75%  per  annum of the  average  net  asset  value of Class B 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 shares. In addition, the Fund may incur certain costs, which may not
exceed  0.25% per annum of the  average  net asset  value of Class B shares,  to
support  servicing  of  Class  B  shareholder  accounts.   The  Distributor  has
voluntarily  waived  distribution  fees in the amount of $741 for the year ended
February 29, 1996.

NOTE 4 - DEFERRED ORGANIZATION EXPENSES

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

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


NOTE 5 - PURCHASES AND SALES OF INVESTMENTS

Purchases of investments other than short-term  investments  aggregated $786,617
during  the  fiscal  year  ended  February  29,  1996.   Other  than  short-term
investments,  investments sold aggregated  $385,615 during the fiscal year ended
February 29, 1996.


NOTE 6 - DISTRIBUTIONS TO SHAREHOLDERS

All  distributions  from net realized gain from investment  transactions for the
year ended February 29, 1996 represent  short-term  capital gain  distributions,
and are  taxable as  ordinary  income to  shareholders  for  federal  income tax
purposes.   Shareholders   should  consult  a  tax  advisor  on  how  to  report
distributions for state and local income tax purposes.




<PAGE>

(KPMG Peat Marwick LLP Logo)

Independent Auditors' Report



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


We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of the Greater  Cincinnati  Fund (the "Fund"),  a
series of The Nottingham  Investment Trust, as of February 29, 1996, the related
statement of operations  for the year then ended,  and the statements of changes
in net assets and financial  highlights for the year ended February 29, 1996 and
the period from January 3, 1995  (commencement  of  operations)  to February 28,
1995. These financial statements and financial highlights are the responsibility
of the Fund's  management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

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

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Greater  Cincinnati  Fund as of February 29, 1996, the results of its operations
for the year  then  ended,  and the  changes  in its net  assets  and  financial
highlights  for the year ended  February 29, 1996 and the period from January 3,
1995  (commencement  of  operations)  to February  28, 1995 in  conformity  with
generally accepted accounting principles.




                                         /s/ KPMG Peat Marwick LLP

Richmond, Virginia
April 5, 1996





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