NOTTINGHAM INVESTMENT TRUST/
N-30D, 1996-05-13
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                                     [Vector Money Management, Inc. Letterhead]



1 May 1996

Dear Fellow Shareholders,

As the investment advisor to The Mississippi Opportunity Fund, Vector Money
Management is pleased to provide you with the first annual report for the fund.
Due to a February 29 1996 fiscal year end for our fund family, the annual report
covers only the 10.5 months in which the fund was operational.

For this period ending February 29, 1996 the raw performance numbers of 13.77%
for Class A shares and 13.07% for Class C Shares compare with the S&P Index
returns of 23.43%. Our primary concern during the start up phase of the fund was
to identify companies we felt were undervalued by the markets and deploy funds
as investment opportunities presented themselves. As a consequence, the fund was
not fully invested until the fall of 1995.

The groundwork laid during the initial investment process has begun to bear
fruit during the first four months of 1996. The fund, on a year to date basis,
was up 13.23% versus the S&P Index performance of 6.98% through April 30, 1996.

The companies which provided the largest gains during our first year were Delta
& Pine Land, Gulf South Medical Supply, WorldCom, Microtek Medical, First
Mississippi and Belmont Homes.

Additionally, in an effort to improve shareholder services, the Trustees of the
fund have elected to change fund administrators to MGF Services Corp. You will
notice a new statement format at the end of the June quarter.

Thanks for your continued support.

Sincerely,

/s/ ASHBY M. FOOTE III

Ashby M. Foote III
President
Vector Money Management
Portfolio Manager - The Mississippi Opportunity Fund


                          MISSISSIPPI OPPORTUNITY FUND

                                 CLASS C SHARES

                    Performance Update - $10,000 Investment

               For the period from April 4, 1995 (commencement of
                        operations) to February 29, 1996

                              [GRAPH APPEARS HERE]




                         MISSISSIPPI OPPORTUNITY FUND

                               Class C                 S&P 500

              04-Apr-95         10000                   10000

              31-May-95          9898                   10557


              31-Aug-95         11046                   11121


              30-Nov-95         10775                   11982


              29-Feb-96         11186                   12676





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

                            ANNUALIZED TOTAL RETURN

Commencement of operations through 2/29/96     13.15%

(bullet) The graph assumes an initial $10,000 investment at April 4, 1995.
         All dividends and distributions are reinvested.

(bullet) At February 29, 1996, the Class C Shares of the Fund would have
         grown to $11,186 - total investment return of 11.86% since
         April 4, 1995.

(bullet) At February 29, 1995, a similar investment in the S&P 500 Index
         would have grown to $12,676 - total investment return of 26.76%
         since April 4, 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.


                          MISSISSIPPI OPPORTUNITY FUND

                            PORTFOLIO OF INVESTMENTS

                                February 29, 1996

<TABLE>
<CAPTION>
                                                                  Number of                         Value
                                                                  Shares                           (note 1)
                                                                -----------                    -----------------
<S>                                                                 <C>                               <C>
COMMON STOCKS - 91.51%

      Agriculture - 6.38%

           Delta & Pine Land Company                                 2,666                             $125,302
                                                                                               -----------------

      Building Materials - 0.87%

           Masco Corporation                                           600                               17,100
                                                                                               -----------------

      Chemicals - 9.91%

           First Mississippi Corporation                             4,500                              117,562
           Mississippi Chemical Corporation                          3,500                               77,000
                                                                                               -----------------
                                                                                                        194,562

                                                                                               -----------------
      Electrical Equipment - 0.36%

      (a)  MagneTek, Inc.                                            1,000                                7,000
                                                                                               -----------------

      Entertainment - 1.15%

      (a)  Boyd Gaming Corporation                                   2,000                               22,500
                                                                                               -----------------

      Financial Services - 2.99%

      (a)  MS Financial, Inc.                                       10,000                               58,750
                                                                                               -----------------

      Financial-Banks, Commercial - 7.95%

           BancorpSouth, Inc.                                        1,400                               33,075
           Deposit Guaranty Corporation                                500                               23,625
           Hancock Holding Company                                   1,000                               37,250
           Trustmark Corporation                                     1,500                               31,125
           Union Planters Corporation                                1,000                               30,875
                                                                                               -----------------
                                                                                                        155,950

                                                                                               -----------------
      Financial- Savings/Loans/Thrift - 2.22%

           Magna Bancorp, Inc.                                       1,500                               43,500
                                                                                               -----------------

      Food-Processing - 2.42%

           Sanderson Farms, Inc.                                     2,000                               21,500
           Sara Lee Corporation                                        800                               25,900
                                                                                               -----------------
                                                                                                         47,400

                                                                                               -----------------
      Forest Products & Paper - 2.26%

           Georgia Pacific Corporation                                 250                               15,781
           International Paper Company                                 800                               28,600
                                                                                               -----------------
                                                                                                         44,381

                                                                                               -----------------
      Furniture & Home Appliances - 2.99%

      (a)  Chromcraft Revington, Inc.                                1,000                               23,000
           National Presto Industries, Inc.                            500                               20,625
      (a)  River Oaks Furniture, Inc.                                3,000                               15,000
                                                                                               -----------------
                                                                                                         58,625

                                                                                               -----------------
</TABLE>

                                                                 (Continued)


                          MISSISSIPPI OPPORTUNITY FUND

                            PORTFOLIO OF INVESTMENTS

                                February 29, 1996

<TABLE>
<CAPTION>
                                                                  Number of                         Value
                                                                  Shares                           (note 1)
                                                                -----------                    -----------------
COMMON STOCKS (Continued)
<S>                                                                 <C>                               <C>
      Household Products & Housewares - 1.82%

      (a)  National Picture & Frame Company                          2,000                              $19,625
           Sunbeam Company, Inc.                                     1,000                               16,125
                                                                                               -----------------
                                                                                                         35,750

                                                                                               -----------------
      Computer Software & Services - 0.52%

      (a)  Netscape Communications Corporation                         200                               10,200
                                                                                               -----------------

      Manufactured Housing - 4.46%

      (a)  Belmont Homes, Inc.                                       5,000                               87,500
                                                                                               -----------------

      Medical Supplies - 12.37%

      (a)  American Medical Response, Inc.                           1,500                               50,625
           Baxter International,  Inc.                                 500                               22,875
      (a)  Gulf South Medical Supply, Inc.                           3,500                              118,125
      (a)  Microtek Medical, Inc.                                    5,000                               51,250
                                                                                               -----------------
                                                                                                        242,875

                                                                                               -----------------
      Miscellaneous - Manufacturing - 0.86%

           Standex International Corporation                           600                               16,950
                                                                                               -----------------

      Oil & Gas - Domestic - 3.48%

      (a)  Callon Petroleum Company                                  7,000                               68,250
                                                                                               -----------------

      Real Estate - 1.64%

           Parkway Company                                           1,500                               32,250
                                                                                               -----------------

      Real Estate Investment Trust - 1.15%

           Eastgroup Properties                                      1,000                               22,500
                                                                                               -----------------

      Retail - Department Stores - 6.14%

      (a)  Proffitt's, Inc.                                          3,000                               78,750
           Fred's, Inc.                                              4,000                               29,500
      (a)  Stein Mart, Inc.                                          1,000                               12,250
                                                                                               -----------------
                                                                                                        120,500

                                                                                               -----------------
      Iron & Steel - 1.52%

           Birmingham Steel Corporation                              2,000                               29,750
                                                                                               -----------------

      Telecommunications - 5.86%

      (a)  Mobile Telecommunication Technologies Corp.               8,000                              115,000
                                                                                               -----------------

      Tire & Rubber - 1.30%

           Cooper Tire and Rubber Company                            1,000                               25,500
                                                                                               -----------------
</TABLE>


                                                                 (Continued)
                          MISSISSIPPI OPPORTUNITY FUND

                            PORTFOLIO OF INVESTMENTS

                                February 29, 1996

<TABLE>
<CAPTION>
                                                                  Number of                         Value
                                                                  Shares                           (note 1)
                                                                -----------                    -----------------

<S>                                                                 <C>           <C>                 <C>
COMMON STOCKS (Continued)

      Transportation - Air - 1.77%

      (a)  ValuJet, Inc.                                             1,500                              $34,688
                                                                                               -----------------

      Trucking & Leasing - 0.78%

      (a)  KLLM Transport Services, Inc.                             1,500                               15,375
                                                                                               -----------------

      Utilities - Telecommunications - 6.02%

      (a)  WorldCom, Inc.                                            3,000                              118,125
                                                                                               -----------------

      Transportation - Marine - 2.32%

      (a)  Kirby Corporation                                         2,500                               45,625
                                                                                               -----------------

Total Common Stocks (Cost $1,674,204)                                                                 1,795,908
                                                                                               -----------------

PREFERRED STOCK - 1.40%

      Oil & Gas - Domestic

           Callon Petroleum Company                                  1,000                               27,500
                                                                                               -----------------
           (Cost $25,000)

INVESTMENT COMPANY - 3.77%

           Performance Funds Trust Money Market Fund "B"            73,986                               73,986
                                                                                               -----------------
           (Cost $73,986)

Total Value of Investments (Cost $1,773,190 (b))                                   96.68%             1,897,394
Other Assets Less Liabilities                                                       3.32%                65,223
                                                                              -------------    -----------------
      Net Assets                                                                  100.00%            $1,962,617
                                                                              =============    =================

      (a)  Non-income producing investment.

      (b)  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                                                                     $304,876
           Unrealized depreciation                                                                     (180,672)

                                                                                               -----------------
                        Net unrealized appreciation                                                    $124,204
                                                                                               =================
</TABLE>

See accompanying notes to financial statements



                          MISSISSIPPI OPPORTUNITY FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                February 29, 1996
<TABLE>
<S>                                                                                     <C>
ASSETS

      Investments at value (cost $1,773,190)                                            $1,897,394
      Dividends receivable                                                                   2,137
      Receivable for fund shares sold                                                        7,140
      Due from advisor (note 2)                                                             37,460
      Deferred organization expenses, net (note 4)                                          37,117
      Other asset                                                                               51
                                                                                      -------------
           Total assets                                                                  1,981,299
                                                                                      -------------
LIABILITIES

      Accrued professional fees                                                              8,500
      Accrued expenses                                                                       8,847
      Disbursements in excess of cash on demand deposit                                      1,335
                                                                                      -------------
           Total liabilities                                                                18,682
                                                                                      -------------


NET ASSETS                                                                              $1,962,617
                                                                                      =============

NET ASSETS CONSIST OF

      Paid-in capital                                                                   $1,816,678
      Undistributed net realized gain on investments                                        21,735
      Net unrealized appreciation on investments                                           124,204
                                                                                      -------------
                                                                                        $1,962,617
                                                                                      =============
CLASS A
      Net asset value ($1,448,527 / 129,131 shares outstanding)                             $11.22
                                                                                      =============
      Maximum offering price per share (100 / 96.5 of $11.22)                               $11.63
                                                                                      =============

CLASS C
      Net asset value and offering price per
       share ($514,090 / 46,039 shares outstanding)                                         $11.17
                                                                                      =============
</TABLE>


See accompanying notes to financial statements



                          MISSISSIPPI OPPORTUNITY FUND

                             STATEMENT OF OPERATIONS

                        For the period from April 4, 1995

                          (commencement of operations)

                              to February 29, 1996

<TABLE>
<S>                                                                                       <C>
INVESTMENT INCOME

      Income

           Dividends                                                                       $22,916
                                                                                       ------------
      Expenses

           Fund accounting fees (note 2)                                                    27,250
           Professional fees                                                                13,137
           Investment advisory fees (note 2)                                                11,633
           Distribution and service fees - Class A (note 3)                                  4,891
           Distribution and service fees - Class C (note 3)                                  3,437
           Fund administration fees (note 2)                                                 3,892
           Securities pricing fees                                                           2,561
           Custody fees                                                                      1,476
           Registration and filing administration fees                                         952
           Shareholder recordkeeping fees                                                      906
           Amortization of deferred organization expenses (note 4)                           8,333
           Trustee fees and meeting expenses                                                 4,454
           Shareholder servicing expenses                                                    3,593
           Registration and filing expenses                                                  2,938
           Printing expenses                                                                   897
           Other operating expenses                                                          2,867
                                                                                       ------------
               Total expenses                                                               93,217
                                                                                       ------------

               Less:

                    Expense reimbursements (note 2)                                        (50,193)
                    Investment advisory fees waived (note 2)                               (11,633)
                    Distribution and service fees waived (note 3)                           (1,958)
                                                                                       ------------
               Net expenses                                                                 29,433
                                                                                       ------------
                    Net investment loss                                                     (6,517)
                                                                                       ------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

      Net realized gain from investment transactions                                        30,359
      Increase in unrealized appreciation on investments                                   124,204
                                                                                       ------------
           Net realized and unrealized gain on investments                                 154,563
                                                                                       ------------
               Net increase in net assets resulting from operations                       $148,046
                                                                                       ============
</TABLE>


See accompanying notes to financial statements


                          MISSISSIPPI OPPORTUNITY FUND

                       STATEMENT OF CHANGES IN NET ASSETS

                        For the period from April 4, 1995

                          (commencement of operations)

                              to February 29, 1996

<TABLE>
<S>                                                                                     <C>
INCREASE IN NET ASSETS

      Operations

           Net investment loss                                                          $      (6,517)
           Net realized gain from investment transactions                                      30,359
           Increase in unrealized appreciation on investments                                 124,204
                                                                                          ------------

               Net increase in net assets resulting from operations                           148,046
                                                                                          ------------

      Distributions to shareholders from

           Net realized gain from investment transactions - Class A                            (1,707)
           Net realized gain from investment transactions - Class C                              (400)
                                                                                          ------------

               Decrease in net assets resulting from distributions                             (2,107)
                                                                                          ------------

      Capital share transactions

           Increase in net assets resulting from capital share transactions (a)             1,816,678
                                                                                          ------------

                    Total increase in net assets                                            1,962,617

NET ASSETS

      Beginning of period                                                                           0
                                                                                          ------------
      End of period                                                                     $   1,962,617
                                                                                          ============
</TABLE>




(a) A summary of capital share activity follows:

<TABLE>
<CAPTION>
                                                     CLASS A                                   CLASS C
                                        ----------------------------------      ---------------------------------
                                        Forthe period from April 4, 1995        For the period from April 4, 1995
                                           (commencement of operations)            (commencement of operations)
                                               to February 29, 1996                    to February 29, 1996

                                             Shares          Value                     Shares        Value
                                        --------------  ---------------             ------------   -----------
<S>                                          <C>           <C>                         <C>           <C>
Shares sold                                  132,050       $1,369,689                   47,103       $490,650
Shares issued for reinvestment
     of distributions                            162            1,707                       38            400
                                        -------------   --------------             ------------   ------------

                                             132,212        1,371,396                   47,141        491,050

Shares redeemed                               (3,081)         (33,640)                  (1,102)       (12,128)
                                        -------------   --------------             ------------   ------------

      Net increase                           129,131       $1,337,756                   46,039       $478,922
                                        =============   ==============             ============   ============
</TABLE>



See accompanying notes to financial statements


                          MISSISSIPPI OPPORTUNITY FUND

                              FINANCIAL HIGHLIGHTS

                 (For a Share Outstanding Throughout the Period)

<TABLE>
<CAPTION>
                                                                  CLASS A              CLASS C
                                                                -------------       --------------
                                                                  For the              For the
                                                                period from          period from
                                                                April 4, 1995       April 4, 1995
                                                                (commencement       (commencement
                                                               of operations) to   of operations) to
                                                                  February 29,        February 29,
                                                                    1996                1996
                                                                -------------       --------------
<S>                                                             <C>                  <C>
Net asset value, beginning of period (initial offering price)      $10.00               $10.00

      Income (loss) from investment operations

           Net investment loss                                      (0.03)               (0.05)
           Net realized and unrealized gain on investments           1.27                 1.24
                                                                 -------------       --------------
               Total from investment operations                      1.24                 1.19
                                                                 -------------       --------------

      Distributions to shareholders from

           Net realized gain from investment transactions           (0.02)               (0.02)
                                                                 -------------       --------------
Net asset value, end of period                                     $11.22               $11.17
                                                                 =============       ==============
Total return                                                        12.41%(a)             11.86%(b)
                                                                 =============       ==============

Ratios/supplemental data

      Net assets, end of period                                $1,448,527             $514,090
                                                                ==============       ==============

      Ratio of expenses to average net assets

           Before expense reimbursements and waived fees             6.00%  (c)           7.40%  (c)
           After expense reimbursements and waived fees              2.12%  (c)           2.49%  (c)

      Ratio of net investment loss to average net assets

           Before expense reimbursements and waived fees            (5.20%) (c)          (5.60%) (c)
           After expense reimbursements and waived fees             (0.42%) (c)          (0.69%) (c)

      Portfolio turnover rate                                        7.11%                7.11%
</TABLE>

      (a)  Total return does not reflect payment of a sales charge. Annualized
           total return is 13.77%.

      (b)  Annualized total return is 13.15%.

      (c)  Annualized.

See accompanying notes to financial statements


                          MISSISSIPPI OPPORTUNITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION

         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 April 4, 1995. The Fund has an unlimited number of
         authorized shares, which are divided into two classes - Class A shares
         and Class C shares.

         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. Class A shares
         purchased are subject to a maximum sales charge of 3.50 percent. 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.

                  As a result of the Fund's ability to offset short-term capital
                  gains with its operating net investment loss for income tax
                  purposes, a reclassification adjustment has been made to
                  decrease accumulated net investment loss, bringing it to zero,
                  and to decrease undistributed net realized gain on investments
                  by $6,517.

         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 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.

                                                                     (Continued)


<PAGE>



                          MISSISSIPPI OPPORTUNITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                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 these estimates.

NOTE 2- INVESTMENT ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS

         Pursuant to an investment advisory 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.

         The Advisor has voluntarily agreed to reimburse expenses of the Fund to
         limit total Fund operating expenses, exclusive of interest, taxes,
         brokerage commissions, sales charges and extraordinary expenses, to a
         maximum of 2.125% of the Class A shares' average daily net assets and
         2.625% of the Class C shares' average daily net assets for any fiscal
         year, or the limits set by applicable state securities laws or other
         applicable laws if such limits are lower. 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 $11,633 ($0.11 per share) and agreed to reimburse $50,193
         of the Fund's operating expenses for the period from April 4, 1995 to
         February 29, 1996.

         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% of the next $50 million of average
         daily net assets, and 0.15% of 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 shares and re-allocates a portion
         of such charges to dealers through whom the sale was made, if any. For
         the period from April 4, 1995 to February 29, 1996, the Distributor
         retained sales charges in the amount of $7,050.

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

                                                                     (Continued)


<PAGE>


                          MISSISSIPPI OPPORTUNITY FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 29, 1996

NOTE 3 - DISTRIBUTION AND SERVICE FEES

         The Board of Trustees, including a majority of the Trustees who are not
         "interested persons" of the Trust as defined in the Investment Company
         Act of 1940 (the "Act"), adopted separate distribution plans with
         respect to Class A and Class C shares of the Fund pursuant to Rule
         12b-1 of the Act. Rule 12b-1 regulates the manner in which a regulated
         investment company may assume costs of distributing and promoting the
         sales of its shares and servicing of its shareholder accounts. Under
         both distribution plans, the Fund may incur certain costs for payment
         to the Distributor and others for items such as advertising expenses,
         selling expenses or other expenses reasonably intended to result in
         sales of Class A and Class C shares of the Fund or support servicing of
         shareholder accounts.

         Expenditures of the Fund pursuant to the distribution plans are accrued
         based upon the Class A and Class C shares' average daily net assets and
         may not exceed 0.50% per annum of the Class A shares' average daily net
         assets and 1.00% per annum of the Class C shares' average daily net
         assets, for each year elapsed subsequent to adoption of the plans.
         Expenditures paid as service fees to any person who sells Fund shares
         may not exceed 0.25% per annum of the Class A and Class C shares'
         average daily net assets. Expenditures incurred for distribution
         activities as an asset-based sales charge may not exceed 0.75% per
         annum of the Class C shares' average daily net assets. Pursuant to the
         Class A and Class C distribution plans, the Fund incurred $4,891 and
         $3,437, respectively, for the period from April 4, 1995 to February 29,
         1996, of which $1,958 ($0.02 per share) has been voluntarily waived by
         the Distributor.

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 Class A
         and Class C 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 $1,758,827 and $89,982, respectively, for the period from
         April 4, 1995 to February 29, 1996.

NOTE 6 - DISTRIBUTIONS TO SHAREHOLDERS

         All distributions from net realized gain from investment transactions
         for the period from April 4, 1995 to 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.




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